1. A Clear IP Story

Your IP is your moat. At Series A, this might’ve been a signed founder assignment letter and a couple of contractor agreements. By Series B, investors want to see:

• Proper IP assignments for every employee, ex-employee, and contractor

• Clean documentation of third-party licenses or dependencies, especially AI providers

• No lurking co-founder or agency IP claims from the early days

🚩 Red flag: A key dev who “never got around to signing” their IP assignment.

2. Enterprise-Ready Customer Contracts

If your MRR is growing, but your customer contracts are all over the place, it raises questions:

• Are you protected against liability?

• Do you really own the data you’re collecting?

• Can you enforce your terms globally?

• Will your contracting process break at scale?

At this stage, you need:

• A scalable Master Services Agreement

• Jurisdiction-aware Data Processing agreements

• A clear process for signing and storing terms

🔐 Tip: Investors will ask to see sample contracts and if they’re clean, it builds confidence.

3. Data Protection that Doesn’t Break on Impact

Privacy obligations only grow with scale. For Series B, you’ll need to show:

• A live data map and record of processing cctivities

• Data Protection Impact Assessments (especially if you’re doing anything with AI or sensitive data)

• A privacy policy that actually reflects how your product works

• Internal policies on how you manage data subject requests and vendor risk

• Sensible security measures, both technical (encryption / 2FA / vulnerability scanning etc) and organisational (role-based access controls / training).

💡 Good data hygiene reduces investor risk and makes you easier to partner with.

4. A Legal Function That Can Scale

At Series A, legal is often ad hoc. By Series B, it becomes a regular requirement that can quickly slow things down. Showing that you can handle legal processes at scale reduces revenue risk and improves investor confidence:

• Playbooks for sales and procurement negotiations;

• New territory & feature launch checklists;

• Employee share scheme & cap table management processes;

• Sensible corporate and data protection governance;

• A designated legal point of contact (often fractional)

🧠 Investors want to know: “Can this company handle more deals, more regions, more risk, without legal becoming a bottleneck?”

5. Governance and Cap Table Cleanliness

This isn’t glamorous, but it’s critical:

• Updated cap table with all shares, options and notes properly recorded

• Clean board resolutions for major decisions

• Proper companies house filings (or equivalents)

• If you’ve moved jurisdictions (e.g., to Delaware), your structure must be airtight

📊 Any mess here adds friction in due diligence and can delay or even derail a round.

So What?

The companies that sail through Series B due diligence are the ones that treat legal as an enabler, not a blocker. That doesn’t mean over-lawyering. It means having:

• Clear documentation

• Lightweight but reliable processes

• The right foundations, without overbuilding