What is Pro Rata?

“”Pro rata”” refers to the right of an existing investor to participate in future funding rounds to maintain their ownership percentage in the company. The term is derived from the Latin phrase “”pro rata parte,”” which means “”in proportion to the whole.”” Pro rata rights enable existing investors to invest additional capital in a subsequent funding round to prevent their equity stake from being diluted.

Key points about pro rata rights in the startup world include:

1. Dilution Protection: Pro rata rights protect existing investors from dilution by allowing them to invest more capital in proportion to their current ownership percentage. This means that they have the option to maintain their ownership stake in the company by participating in subsequent funding rounds.

2. Investor Privilege: Pro rata rights are often considered a valuable privilege for early investors, as they allow them to continue to support the company’s growth and potential success without the risk of losing their ownership share.

3. Investment Flexibility: By exercising pro rata rights, investors have the flexibility to increase their investment in companies that demonstrate significant growth potential and are performing well. This allows them to continue to benefit from the company’s success and potential future valuation increases.

4. Potential Limitations: Pro rata rights may be subject to certain limitations or conditions outlined in the company’s shareholders’ agreement or the terms of the specific investment. These limitations may include a cap on the total amount an investor can invest in subsequent rounds or restrictions based on the investor’s overall ownership percentage.

5. Impact on New Investors: Pro rata rights can affect the terms and conditions of new funding rounds, as they may limit the availability of shares for new investors or affect the company’s valuation during subsequent financing.

Pro rata rights are a common feature in startup financing, and they are typically negotiated as part of the initial investment agreement. They are designed to protect the interests of early investors and ensure that they have the opportunity to maintain their equity stake in the company as it continues to grow and attract additional funding. Understanding pro rata rights is essential for both founders and investors, as they can have a significant impact on the dynamics of future funding rounds and the ownership structure of the company.