Bootstrap or Raise? Running the Numbers on Growth vs Ownership

Bootstrap or Raise? Running the Numbers on Growth vs Ownership

A smaller business you own outright can leave you with more than a bigger one you own 42% of. Here’s how to work out how large the funded path needs to get – preferences included – before it pays off.

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A smaller business you own outright can leave you with more than a bigger one you own 42% of. Here’s how to work out how large the funded path needs to get – preferences included – before it pays off.

When founders compare building on their own revenue with raising venture capital, the comparison is usually about speed. Venture money lets you hire faster, sell faster and get bigger sooner. Self-funding keeps you in control but grows more slowly.

All true, but it skips the number that decides what you actually walk away with: your percentage of the business multiplied by what the business is worth when you sell. A smaller company you own outright can leave you with more than a larger one you own a fraction of. Whether it does depends on arithmetic most founders never do.

In this article, we set out how much of a company founders typically keep after several rounds, how big the funded business needs to become for that stake to beat full ownership, what liquidation preferences do to that answer, and the reasons the funded path can still be the right call.

What founders typically keep after raising

Each round sells part of the company, and each round dilutes everyone who came before it. A fairly ordinary sequence looks like this:

RoundEquity soldFounders’ combined stake after
Start–100%
Pre-seed15%85%
Seed20%68%
Series A20%54%
Series B15%46%
Employee option pool10%42%

So after four rounds and an option pool, the founders hold around 42% between them. With two co-founders on an equal split, that’s about 21% each. The percentages vary from company to company, but this is not an extreme case.

That isn’t a bad outcome in itself. A smaller share of a much more valuable company can be worth far more, and that’s the dilution trade-off founders sign up for. The question is how much more valuable it has to be.

How big the funded business needs to be

Take two versions of the same business, seven years in.

Self-funded. It grew more slowly, and it’s now worth $10 million. The founders own 100%, so their shares are worth $10 million.

Venture-backed. It raised four rounds and grew faster. The founders own 42%.

For the founders’ 42% to be worth the same $10 million, the funded business needs to be worth about $24 million – roughly 2.4 times the self-funded version. Below that, the founders would have done better keeping everything.

Before preferences, then, the funded path needs to produce a company around two and a half times bigger to break even. Many do. Many don’t.

What liquidation preferences do to the answer

Investors usually hold preference shares, which give them the right to get their money back before ordinary shareholders in a sale. With a 1x non-participating preference, they choose whichever is worth more: their money back, or their percentage of the sale price.

Say the funded business raised $15 million across its rounds, all on 1x non-participating terms ranking equally, and it sells for $24 million.

  • The investors hold about 48%, which on conversion is worth around $11.6 million. Taking their $15 million back is worth more, so they do that.
  • That leaves $9 million for the ordinary shareholders – the founders and the option holders.
  • The founders’ share of that is about $7.3 million, compared with the $10 million they’d have owned outright.

With the preferences in, the break-even point moves to a sale of roughly $27 million. And that’s with the simplest terms. Stacked or participating preferences push it further.

What the comparison usually leaves out

A few things tilt the numbers back towards the self-funded path, and it’s worth putting them in your model.

What you take out along the way. A profitable business can pay its founders a proper salary and dividends for years before any sale. A venture-backed founder usually takes a modest salary and nothing else until exit.

Timing and certainty. A self-funded founder can often sell whenever the offer is right. A venture-backed company’s exit timing is shaped by investors who need returns within their fund’s life, and plenty of funded companies never reach a sale that pays ordinary shareholders at all.

Options in between. It isn’t a choice between all equity and none. Non-dilutive funding like the R&D Tax Incentive, R&D advance finance, grants and revenue-based finance can fund growth without selling shares.

When raising is still the right call

None of this means raising is the wrong decision. In some markets it’s the only realistic one.

If your market rewards whoever gets big first, if the product needs heavy investment before it earns anything – hardware, deep tech, regulated products – or if a well-funded competitor will take the customers you can’t reach in time, the self-funded business may never get to $10 million at all. In that case the comparison isn’t $10 million against $24 million. It’s a smaller share of something against all of very little.

The point is to make the choice with the numbers in front of you, using your own expected rounds, terms and growth, rather than assuming either path wins. It’s also worth looking at the funding routes that fit your stage beyond these two.

The takeaway

Raising capital makes sense when it grows the business enough to more than make up for what you give away – after the preferences, not before. Run the break-even for your own business before the first term sheet, because every round after it only moves the number further.

Run the numbers before you raise

The break-even point depends on your rounds, your terms and your growth, and it’s much easier to see before you’ve signed anything. Our team builds financial models and cap table projections that show exactly what each path leaves you with, preferences included. Book a free call with Standard Ledger and we’ll help you map it out.

Disclaimer: This article is for general informational purposes only and does not constitute financial, legal or tax advice. Please speak with a qualified adviser (hey, that’s us!) before making decisions based on your specific circumstances.

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Remco Marcelis

Written by

Remco Marcelis

Co-founder & CEO, Standard Ledger

Remco Marcelis is co-founder and CEO of Standard Ledger, the accounting and CFO firm built specifically for startups and scale-ups. He has worked with startups and fast-growing SMEs as a CFO and virtual CFO for around 15 years, following four years as a venture capital fund investment manager and ten years in multinational consulting.

He is a chartered accountant with an advanced MBA from the University of Adelaide and a graduate of the Australian Institute of Company Directors. He writes here on fractional CFO work, financial modelling, capital raising and the financial decisions Australian founders face at each stage of growth.

FAQ

Questions founders ask us.

These are the things founders most often want to know before working with us. If your question isn't here, bring it along when you speak with us.

It varies, but after pre-seed, seed, Series A, Series B and an employee option pool, founders commonly hold somewhere around 40% between them. With two co-founders, that’s roughly 20% each. Our cap table management team models this round by round so you can see your own path.

Neither is better in general. Raising makes sense when it grows the business enough to outweigh the dilution and the investors’ preferences. In markets where scale or heavy upfront investment decides the winner, bootstrapping may not be realistic.

They let investors take their money back before ordinary shareholders in a sale. In a modest exit, that can mean founders receive much less than their percentage suggests, especially once several rounds of preferences stack up.

Often, at least for a while. The R&D Tax Incentive, R&D advance finance, government grants and revenue-based finance can all fund growth without selling shares. They suit different situations, and none of them fully replaces a large equity round if the business genuinely needs one.

Model both paths: your expected rounds, dilution and preference terms on one side, and your self-funded growth and what you’d draw out along the way on the other. Then find the exit value where the funded path breaks even. A fractional CFO or financial modeller can build this before you’re negotiating a term sheet.

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