Pro-Rata Right

An investor's right to retain their minimum phase of the percentage of ownership during subsequent financing rounds.

Author: Parth Singhal
Parth Singhal
Parth Singhal
Pursuing Business Economics
Reviewed By: Manu Lakshmanan
Manu Lakshmanan
Manu Lakshmanan
Management Consulting | Strategy & Operations

Prior to accepting a position as the Director of Operations Strategy at DJO Global, Manu was a management consultant with McKinsey & Company in Houston. He served clients, including presenting directly to C-level executives, in digital, strategy, M&A, and operations projects.

Manu holds a PHD in Biomedical Engineering from Duke University and a BA in Physics from Cornell University.

Last Updated:November 30, 2023

What is Pro-Rata Right?

An investor's right to retain their minimum phase of the percentage of ownership during subsequent financing rounds is known as a pro-rata right.

This term refers to the method used in accounting to divide up different categories such as assets and liabilities, income and costs, and other types of sorts among the numerous parties involved. 

An individual or organization can participate. It is possible to apply the prefix "pr-rt" in a broad range of different situations. Consider the following scenario as an illustration: you are a subscriber of a service that costs you $300 per month to maintain.

On the other side, you have decided that you either wish to sever all ties with the provider or, at the absolute least, stop utilizing any of the services they offer for the remainder of the month.

The service provider may restore your money on a prorated basis, which means that they will pay back the amount of the month that has not yet passed. However, there is also the potential that they will not return your money at all.

As a direct consequence, there are only 15 days remaining in a month which has a total of 30 days. So following that, they would issue you a $150 refund, the computation for which would be as follows:

15 days out of 30 x $300 

= [1/2] x $300 

 = $150

Understanding Pro-Rata Rights

Pro-rata rights are a type of contract that can be made between a company and an investor. This contract grants the investor the right, but not the obligation, to take part in one or more future rounds of funding for the company

When a company grows, pro-rata rights might assist investors in maintaining their position in the company.

  • An investor is granted the right to participate in one or more subsequent financing rounds when they purchase pro-rata rights.
  • Investors can keep the same percentage of ownership in a growing company by retaining their pro-rata rights.
  • The decision about whether or not to practice your pro rata rights is an issue of strategy: while some investors always take part in follow-on rounds, others choose not to take part in follow-on rounds on purpose.

Typically, businesses will only confer these rights on a limited number of investors.

Some potential investors could require certain rights before they would even think about investing, while other potential investors might not.

Pr-rt rights are a form of intellectual property that early-stage companies can issue as compensation to investors who have been particularly helpful to the company.

In later-stage businesses, the rights are often provided to "large investors," or financiers who have contributed a sizable portion of the total financing for the company.

Companies can solicit financial backing from existing or potential investors who do not possess pro rata rights and those who already have these rights.

They only exist to ensure investment and allocation for them in the event they choose to invest.

what Is Pro-Rata Allocation?

More applications for shares than the corporation has made available to the public are possible. Oversubscription of shares is what is meant by this. When a corporation receives more applications from prospective shareholders than the number of claims made available to the public, this is oversubscription.

Shares are typically oversubscribed for businesses that they perceive are financially stable, have a positive reputation in the market, or have excellent prospects. Pr-rt Allotment is therefore required in such cases.

In the event of oversubscription, the firm cannot distribute the desired number of shares to each applicant. Therefore, the corporation must legally distribute the shares. The following three options are available to the business:

  • Accept specific applications completely while rejecting all others.
  • Create a pr-rt allocation.
  • Use the above two suggestions in conjunction.

The company typically doesn't consider several applications from the same applicant. Additionally, a business typically chooses the third option. When shares are allotted, the issue of accounting for oversubscription is naturally overcome.

The pr-rt allotment is the allocation of shares based on the number of shares requested. The surplus funds received at the time of application are first applied to the budget and then to calls when a corporation makes a pr-rt allocation.

After modifying the amount for allocation and calling the applicants, it returns any excess. In the top publications, the corporation advertises the allocation process.

For instance, XY Ltd. sells 20,000 shares to the general public. The issue had a huge amount of subscriptions. Applications for 40,000 shares are received.

If the corporation chooses to distribute the shares on a pro-rata basis, it must distribute the 20,000 to each applicant for a total of 40,000 shares. The ratio will then be 40000:20000, or 2:1. As a result, a requester for two claims will only get one share. This allocation is called pr-rt.

Advantages Of Pro-Rata Rights

Investors desire pro-rata rights so they can increase their stake in successful enterprises. When a business is doing well, many more investors will want to invest, making it harder to obtain an allocation.

In addition to increasing profits, a pro rata rights agreement has various other advantages.

Pro rata rights are choices to invest in subsequent cycles. Therefore, general partners (GPs) frequently use them when they solicit new limited partners, or "LPs," to join their fund.

In other words, pro rata rights enable LPs to anticipate the specific businesses that a GP might be able to fund in the future. In addition, investors value pr-rt rights due to their desire to retain ownership of startups they believe will succeed.

Keep in mind that not every investment will be a tremendous success. Some sponsored firms will inevitably fail, some might perform sufficiently for VCs to recoup their investment, and a small number might become enormous successes—even unicorns.

Venture capitalists are paid when they can keep ownership stakes in firms that unquestionably succeed. Pro-rata rights can be created as a thank-you to the early investors who supported the firm at its most risky stage. 

When the firm is on a favorable growth trajectory and seeks to obtain another investment round, it is crucial for these initial investors to prevent diluting their shares.

Pro-rata rights are important to investors because they can make the difference between making thousands and billions of dollars on investment.

What You Should Watch Out for Regarding Pro-rata Rights

When negotiating with an investor concerning pro-rata rights, you want to be sure that you do not put yourself in an impossible position.

If you go through several different funding rounds and grant pro-rata rights to investors at each stage, you can end up with many other issues.

More prominent investors typically expect a more significant portion of the company's stock; if you have committed to keeping early investors involved in funding, you may run into difficulties securing further financing for your business.

There are different ways to approach using pro-rata rights.

  • The first point is that you ought to put money into upcoming "up rounds" (i.e., the company raises at a higher valuation than in the previous game). This tactic is also known as "doubling down on winners."
  • The second is that you should participate in any subsequent round regardless of valuation.
  • The third is that you should put your money into starting new, early-stage businesses rather than contributing to any follow-on investment.

There isn't one "correct" strategy. Instead, a significant portion relies on your system, the company's valuation, and the amount of capital you use.

How Do Pro-Rata Rights Affect Startups?

Given all that we have discussed, it's pronounced that pro-rata rights benefit the investor the most. This is because pro-rata rights can significantly impact an investor's return on investment.

What, though, does a startup gain by providing pro-rata rights? Security? Maybe.

Making sure that the original investors continue with the firm could be a sensible move if it is doubtful of its development prospects.

However, why even offer pro-rata rights to early contributors if the firm is doing very well and doesn't seem to have trouble getting new investors for subsequent rounds?

It's virtually impossible to offer any other specific advice on the subject than to say that you should be honest and open with your investors.

Given the complexity of the connection between a founder and an investor, it is best to become used to having unpleasant conversations and maintaining open lines of communication.

Both founders and investors ultimately desire what is best for the business. A nearly infinite number of variables, some of which may even be beyond your control, will determine whether or not granting pro-rata rights is best for the organization.

The best course of action is to have these difficult conversations as soon as possible to be at least partially in agreement about the best course of action for your business when the time comes to talk about pro-rata rights.

Do Angel Investors Favor Pro-Rata Rights More Often Than Not?

It was not standard practice in the past for business angels to insist on receiving pro-rata rights. The primary reason for this was that business angels considered that it was not in their best financial interest to write a big check in later funding rounds to keep their pro-rata rights.

This was the primary reason for this. In most cases, pro-rata rights were only provided to investors of significant size. However, Angel investors are increasingly demanding pro-rata rights in today's market.

To begin, there are now far more rich individuals interested in angel investing than there were in the past, and these individuals want to ensure that their investment is safeguarded. Additionally, the price of pro-rata rights has increased compared to what it was previously.

Technology companies are expanding considerably faster than they did in the past, and they can also raise a far more significant amount of capital in subsequent rounds of financing. 

Angel investors are increasingly demanding pro-rata rights to ensure they do not miss out on a significant return on their investments. But, again, this is because so much money is involved.

Inconsistencies in the Pro-rata Right Between Different Rounds of Funding

Historically, business owners have not been concerned with how investors use their pro-rata rights. It is common practice for early and new investors to engage in some form of "give and take" in the interim between investment rounds.

It was typical practice for new investors to demand that early investors supply additional funding to demonstrate that the business was financially stable.

Investors in the modern era are more concerned with securing high ownership percentages than establishing that earlier investors could be trusted. 

The competition for huge ownership percentages causes tension between initial and late-stage investors at this point in the investment process.

At the discretion of early investors, large investors who joined the company in later rounds may interfere with the pro-rata rights of early investors.

On the other side, significant investors think that early investors shouldn't exercise their pro-rata rights because of the substantial amount of money delivered in later investment rounds. 

Every business must figure out a way to negotiate these difficulties that satisfy both sets of investors to be successful.


The pro rata provision, one of the essential phrases in the investment agreement for venture capital, was explained in detail to us, and we could grasp its significance.

One of the key reasons contributing to its status as one of the most vital clauses is that this condition prevents investors' stakes from being reduced during subsequent funding rounds.

This is one of the most important criteria that contribute to its prominence. We also learned how to compute the amount of money an investor needs to put into a company to maintain the same percentage of ownership in a company they already have.

This was covered in the second part of our lesson on maintaining ownership. Again, this was a brand-new ability.

It has been established that pro-rata rights are a valuable instrument for attracting investors.

However, it is highly recommended that the business founders be aware of the above reasons and consider the repercussions of the pro-rata rights.

Significant investors who hold these rights can always exercise them, which may make it more difficult for the company to obtain new financing in the future.

Researched and authored by Parth Singhal | LinkedIn

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