Raising VC money sounds great until you realise not all equity is created equal.
When your startup exit, whether by acquisition, secondary sale, or even shutdown, who gets paid first (and how much) is determined by one key clause: liquidity preference.
What Is Liquidity Preference?
Liquidity preference is a term in investor agreements that says:
“If your company exits, we get our money back first, sometimes more than we put in, before you get anything.”
It’s designed to protect investors from downside, but if you’re not careful, it can eat into your upside too.
A Simple Example
Let’s say:
- You raise ₹5 crore from a VC with a 1x liquidation preference
- You sell your company for ₹7 crore
- The investor gets ₹5 crore first
- You and your co-founders split the remaining ₹2 crore
Now imagine if it were a 2x preference:
The investor would get ₹10 crore (if available) before you see a rupee.
Types of Liquidity Preference
| Type | Meaning |
|---|---|
| 1x Non-Participating | Investor gets back what they invested, OR their equity share |
| 1x Participating | Investor gets back what they invested AND their equity share |
| 2x or higher | Investor gets 2x or more of what they invested before others |
Most early-stage VCs in India ask for 1x non-participating, which is relatively founder-friendly.
Why It Matters for Founders
- You might build a successful business but still walk away with little
- It affects how you negotiate exits and secondary sales
- Future investors will look at cumulative preference stack before joining a round
- Too many preference layers = less attractive outcome for common shareholders
India Context: What Founders Should Know
- Liquidity preference clauses are standard in VC term sheets, especially from Series A onwards
- Many times Indian founders don’t realise the implication until exit or acquisition discussions
- SAFE/CCPS rounds usually defer preference terms to the next equity round but they stack later
- Angel rounds often don’t have preference but if VCs come in later, they’ll seniorise their capital
What to Ask Before You Sign
- Is the preference non-participating or participating?
- What is the multiple? (1x, 2x, etc.)
- What happens in partial exits or down rounds?
- Are there seniority layers in future rounds?
- How much is cumulative across all investors?
Tip: A “clean cap table” doesn’t just mean simple ownership, it also means simple exit rights.
How to Protect Yourself
- Push for 1x non-participating preference as the default
- Ask for a preference cap if participating (e.g., up to 2x return)
- Model out exit scenarios to see what you’d actually take home
- Make sure founder and employee equity is not last in line unfairly
Final Thought
Liquidity preference isn’t a red flag, it’s a reality of raising venture capital.
Just don’t treat all investor money as equal to your own. Understand how preference stacks, who gets paid when, and what your best-case vs. realistic outcomes look like.
Because in a startup exit, what you keep matters more than what you raised.