If you are a founder about to send a pitch deck or investment memorandum to potential investors, there is a piece of UK law you cannot afford to ignore, and an FSMA s21 financial promotion disclaimer template UK founders use is where dealing with it usually starts. Section 21 of the Financial Services and Markets Act 2000 restricts who can lawfully communicate a "financial promotion", broadly, an invitation or inducement to engage in investment activity, and getting it wrong is a serious matter, not a formality. An investor disclaimer under FSMA s.21 is the risk warning and disclaimer attached to investment materials to make clear the basis on which they are communicated, typically relying on an exemption for the type of investor being approached. This guide explains what such a disclaimer covers and how to draft one from vetted clauses in 99 Data Rooms, with a strong caveat up front. This is a regulated area, the template is a starting point, and you should get specialist legal review before you use any financial promotion disclaimer publicly. This is general information, not legal or financial advice.
The people who reach for this are founders raising capital and, more broadly, anyone issuing a financial promotion in connection with a fundraise. It matters because the financial promotion regime is not optional and the penalties for breaching it are real. This is precisely the kind of document where a vetted starting point saves time but does not replace professional advice, and it usually travels alongside the other fundraising paperwork covered in our best fundraising data room in the UK guide.
What a UK FSMA s.21 investor disclaimer should cover
The purpose of the disclaimer is to set out the legal basis on which investment material is being communicated and to warn the recipient about the risks. Under the FSMA regime, a financial promotion generally must be made or approved by an authorised person unless an exemption applies. In an early-stage fundraising context, founders commonly rely on exemptions in the Financial Promotion Order, for example those relating to investment professionals, high net worth individuals, or self-certified sophisticated investors, and the disclaimer is written for a recipient who falls within such an exemption. The 99 Data Rooms template is drafted on that footing: a disclaimer and risk warning for an FPO-exempt investor.
A well-drafted disclaimer therefore does several things. It identifies the basis on which the promotion is made and the category of investor it is intended for, so it is clear the material is not being promoted to the general public. It carries prominent risk warnings, that the value of investments can go down as well as up, that early-stage investments are high risk and illiquid, and that the investor could lose all their capital. It makes plain that the material is not advice and does not constitute an offer capable of acceptance, and it directs recipients to take their own professional advice. It should also be clear about the limits of any information provided and disclaim liability so far as the law allows.
The honest and important point is where the limits of a template sit. The financial promotion rules are detailed, they change, and whether a particular exemption applies depends on facts about your investors and your material that a template cannot verify. Using the wrong disclaimer, or relying on an exemption that does not actually apply, does not fix a problem, it can create one. So a template like this is genuinely useful for getting the structure and standard warnings right quickly, but it should be reviewed by a specialist adviser before public use, and it must not be treated as a green light to promote to anyone. This is general information, not legal or financial advice. It also sits within a wider set of investor-facing documents: the due diligence request list an investor will send you, and instruments such as a warrant agreement they might receive, all belong to the same fundraise.
How to draft one in 99 Data Rooms
In the 99 Data Rooms drafter, the "Legal Drafting" feature, the Investor Disclaimer (FSMA s.21) sits in the "Investor Ready" cluster of the template library. The assistant works the same way as everywhere else in the library: it selects vetted England and Wales clauses by ID from your answers and assembles the document rather than writing regulatory wording itself. Vetted clauses, assembled, not an AI improvising financial promotion law.
You can open the template or describe your situation in plain words, "investor disclaimer for a seed round aimed at sophisticated and high net worth investors", and the assistant assembles the disclaimer and risk warnings, saving the draft free to keep. Given how regulated this area is, the drafter deliberately points you towards specialist review: treat the output as a first draft that gets your standard warnings and structure in place, then have it checked by an adviser before you attach it to anything that goes out. This is general information, not legal or financial advice.
From draft to controlled investor materials
The reason to draft the disclaimer inside 99 Data Rooms is that the investor materials it attaches to then travel through the same controlled pipeline as everything else, which matters when you are being careful about who receives a financial promotion in the first place. Once your disclaimer is in place, you would typically gather the deck, the memorandum and the disclaimer into a room and gate it: require a verified email and a one-time code, and on the Business tier require NDA acceptance before anything opens. That gating is not just about confidentiality here, it helps you control and record that materials went to the specific, verified individuals you intended, rather than to an open audience.
You share the room as a tracked, revocable link, one per investor, so nothing forwards freely. Page-by-page analytics tell you who verified and read, with the honest split between a raw visit and a verified viewer who passed the gate. Where a document in the round needs signing, a SAFE, a subscription agreement, it can be signed inside the same platform with an audit certificate recording who signed, when, their IP, intent to sign and a SHA-256 fingerprint; electronic signatures are admissible for most commercial documents in England and Wales, with exceptions such as deeds, wills, land transfers and lasting powers of attorney (see Sources below), and that is general information, not legal or financial advice. And if the round closes or your circumstances change, one click revokes access. Drafted, gated, tracked, signed where needed and revocable, the disclaimer is part of a controlled process, not a loose PDF.
Draft your investor disclaimer for free
You can draft an FSMA s.21 investor disclaimer from vetted England and Wales clauses in 99 Data Rooms, keep the draft, and attach it to gated, tracked investor materials in the same place. The free tier is genuine, not a trial: three rooms, twenty-five active links, forever, no card. The product is in beta and this is a regulated area, so treat the draft as a starting point and get specialist review before public use, but the path from "I need to send this carefully" to a controlled, tracked investor room already works end to end. Start for free. General information, not legal or financial advice.
Sources
- Restriction on financial promotion by unauthorised persons: Financial Services and Markets Act 2000, s.21, https://www.legislation.gov.uk/ukpga/2000/8/section/21
- Exemptions relied on for investment professionals, high net worth and sophisticated investors: Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, https://www.legislation.gov.uk/uksi/2005/1529/contents/made
- The financial promotion regime and its supervision: Financial Conduct Authority, https://www.fca.org.uk
- Electronic signatures, validity and witnessing of deeds in England and Wales: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82
What is a financial promotion under FSMA s.21?
Broadly, a financial promotion is a communication that is an invitation or inducement to engage in investment activity. Section 21 of FSMA restricts who can make one: it generally must be made or approved by an authorised person unless an exemption applies. Whether your material counts, and whether an exemption is available, is a legal question, this is general information, not legal or financial advice.
Do I need this disclaimer to send my pitch deck to investors?
Quite possibly, but it depends on your material and your investors, and it is exactly the kind of question to put to a specialist adviser. Founders often rely on Financial Promotion Order exemptions when approaching investment professionals or certified high net worth or sophisticated investors, and a disclaimer written on that basis is part of doing so carefully. Do not rely on a template alone; get it reviewed.
Can I just use a free template and skip legal advice?
Not sensibly. The financial promotion regime is regulated, detailed and consequential, and whether an exemption applies turns on facts a template cannot check. A vetted template gets your structure and standard risk warnings right quickly, but specialist review before public use is strongly recommended. This is general information, not legal or financial advice.
Which investors can I rely on an exemption for?
Common categories include investment professionals, certified or self-certified high net worth individuals, and certified sophisticated investors, each with its own conditions under the Financial Promotion Order. Getting the categorisation right is important and fact-sensitive, so it should be confirmed with an adviser rather than assumed. General information only.
How does 99 Data Rooms help me control who sees the materials?
By keeping the disclaimer and the investment materials in a gated room: verified email and one-time code to open, NDA acceptance on the Business tier, one revocable link per investor, page-by-page analytics on who read, and one-click revocation. That helps you direct a financial promotion to specific, verified recipients and keep a record of it.