WOAM Capital — Investment Documentation Framework

The Core Problem

Standard Equity Documents
Assume an Entity
That Does Not Exist Yet.

Conventional equity investment documentation requires a company with a share register, directors, a registered address, and the legal capacity to enter contracts and issue shares. A woman running a tontine in Musanze or a repair collective in Naryn has none of these things. Three specific problems follow.

1

Problem

You cannot buy shares in something that has no shares to issue

Equity in the legal sense requires an incorporated entity. No entity means no shares. No shares means no equity investment in the conventional meaning. Any document that purports to create equity in an unincorporated group is not a share transfer — it is a personal contractual right at best, and an unenforceable agreement at worst.

2

Problem

An unincorporated group has no legal counterparty

An unincorporated group cannot sue or be sued, cannot own property, and cannot hold a bank account in its own name. Any agreement signed by an unincorporated group is in practice an agreement with the individuals who sign it — creating personal liability and personal obligations that undermine the entire foundation of the model. We do not put women in debt. We cannot inadvertently do so through the documentation either.

3

Problem

Formalisation requires investment — but investment requires an entity

The WOAM Capital model funds formalisation as the first act. But formalisation costs money before the entity exists. A circular dependency: you cannot invest in the entity until it exists, but it cannot exist without the investment to create it. The documentation framework must bridge this gap explicitly — with a pre-formalisation instrument that is legally sound on its own terms and converts into equity once the entity is registered.

"The documentation problem is not an edge case. It is the standard case. Every first investment in every portfolio company encounters this sequence. The framework resolves it once, permanently, and the pipeline applies it automatically thereafter."

The Solution

Two Documents.
One Investment.
One Clean Legal Path.

The investment is structured in two stages that mirror the formalisation process. Stage 1 operates before the entity exists. Stage 2 activates the moment registration is confirmed. Both are generated automatically by the pipeline. No human legal intervention is required after initial template approval.

01

Pre-formalisation agreement

The Bridge Document

Signed before or at the point of the formalisation grant disbursement. The counterparty is the lead individual — named, with national ID and mobile money number — not an entity. This is not an equity agreement. It is a commitment agreement that documents the relationship, records the investment terms, creates a personal formalisation commitment, states the equity intention, and establishes the revenue share mechanism from day one.

If the entity never formalises, the revenue share continues as a personal arrangement until the 2× cap. The individual owes nothing beyond that. No debt. No recourse. No personal liability for the investment principal.

↓

Registration confirmed

Platform triggers Stage 2

02

Equity agreement

The Operative Document

Signed once the cooperative or entity is registered — between WOAM Capital and the registered entity, not the individual. No new money changes hands. The consideration for the equity is the Stage 1 investment already deployed. This document creates the equity relationship, formalises the revenue share as a cooperative distribution obligation, establishes governance rights, documents the buyback option, and addresses death and dissolution.

The Stage 1 agreement is fully superseded by Stage 2. Once Stage 2 is executed, the personal obligations under Stage 1 are extinguished and replaced by corporate obligations of the cooperative entity.

Stage 1 Document

The Pre-Formalisation
Agreement — Anatomy

Five functions. One page. Generated in the candidate's language plus English. Delivered via WhatsApp. Accepted via WhatsApp reply. The Stage 1 document is the operative instrument for every investment until formalisation is complete.

A

Clause type · Identification

Party identification without a registered entity

The counterparty is the lead individual: full name, national ID number, mobile money number, physical address, and group name. Co-signatories (other group members) are listed if present. The agreement acknowledges the group's existence as an unincorporated association and names its members as of the date of signing. This is the legal foundation for the personal commitment that follows.

B

Clause type · Financial terms

Unconditional formalisation grant + working capital

The grant amount, its purpose (registration costs, cooperative formation fees, legal costs), and the payment rail are recorded as fact. The grant is unconditional on formalisation — requiring formalisation as a condition of the grant would make the grant circular. The working capital amount, payment rail, and payment schedule are separately recorded. Both amounts are stated in USD and in the local currency equivalent at the date of signing.

C

Clause type · Personal commitment

The formalisation commitment — soft, personal, timed

The lead individual commits to applying for cooperative registration within 90 days and to notifying WOAM Capital when registration is complete. This is a personal commitment, not a corporate one. It is deliberately soft: the consequence of non-formalisation is not a financial penalty but simply that the Stage 2 equity agreement is never executed. WOAM Capital's position in that scenario is a personal revenue share arrangement until the 2× cap — nothing more.

D

Clause type · Equity intention

Statement of equity intention — not a binding equity commitment

The agreement states that WOAM Capital intends to hold equity in the formalised entity on defined terms — percentage, revenue share rate, cap — and that these terms will be embodied in the Stage 2 equity agreement. This is not binding equity; it is a mutual record of understood intention. Both parties understand what the equity relationship will look like before any entity is created. Schedule A attached to Stage 1 sets out the indicative equity terms in plain language.

E

Clause type · Revenue share

Revenue share operates from day one — at the individual level

The revenue share does not wait for formalisation. It operates as a personal payment obligation from the month following working capital disbursement: a defined percentage of monthly income paid via mobile money until the 2× cap. This is not debt service — it is a contribution toward the equity relationship that will be formalised. If the entity never formalises, the revenue share continues until the cap, and the relationship ends with zero residual obligation on either party.

Sample Document

The following is an illustrative Stage 1 agreement for Claudine Uwimana, Rwanda — the first case study in the WOAM Capital portfolio. Generated by Agent 06 in English and Kinyarwanda. Acceptance confirmed via WhatsApp.

Women on a Mission Capital

Document reference

WOAM-S1-RW-001

Date

15 April 2026

Pre-Formalisation Investment Agreement

Stage 1 of 2 · To be superseded by Equity Agreement upon cooperative registration

Investor: WOAM Capital Ltd, incorporated in England and Wales (company number [TBC]), registered address [TBC] ("WOAM Capital")

Individual counterparty: Claudine Uwimana, National ID [XXXXXXXXXX], MTN Mobile Money account [+250XXXXXXXXX], Musanze District, Northern Province, Rwanda ("Claudine")

Group: The Musanze Women's Savings Group, an unincorporated savings association currently comprising 22 members, of which Claudine is the lead coordinator

1 · The Investment

1.1 Formalisation grant

WOAM Capital agrees to pay Claudine a formalisation grant of $500 (five hundred United States dollars), equivalent to approximately RWF 650,000 at the date of this agreement. This grant is made to fund the costs of registering the Musanze Women's Savings Group as a Village Savings and Loan Association with the Rwanda Cooperative Agency. This grant is unconditional and does not require repayment under any circumstances.

1.2 Working capital

WOAM Capital agrees to pay Claudine working capital of $400 (four hundred United States dollars), equivalent to approximately RWF 520,000 at the date of this agreement, to be applied to the general operations of the Musanze Women's Savings Group. This amount will be paid to MTN Mobile Money account +250XXXXXXXXX within 48 hours of the execution of this agreement.

Total investment: $900. Formalisation grant ($500) is unconditional. Working capital ($400) is subject to the revenue share described in clause 3. Neither amount is a loan. No interest accrues. No repayment of principal is required.

2 · Formalisation commitment

2.1 Registration obligation

Claudine commits to submitting an application to register the Musanze Women's Savings Group as a Village Savings and Loan Association with the Rwanda Cooperative Agency within 90 days of receiving the formalisation grant. Claudine will notify WOAM Capital when registration is confirmed, providing the registration certificate and registered entity number.

2.2 Consequence of non-formalisation

If registration is not completed within 90 days, WOAM Capital may extend the deadline at its discretion. Non-formalisation does not create any financial obligation on Claudine beyond the revenue share described in clause 3. It does mean that the Stage 2 Equity Agreement described in clause 4 will not be executed, and WOAM Capital's position will remain as described in this Stage 1 agreement only.

3 · Revenue share

3.1 Payment obligation

Beginning in the calendar month following receipt of the working capital payment, Claudine agrees to pay WOAM Capital 5% of her monthly management fee income from the Musanze Women's Savings Group via MTN Mobile Money. Management fee income means all amounts received by Claudine in her capacity as coordinator of the savings group, including management fees, interest income on group loans, and any other compensation received for her coordination role.

3.2 Cap and termination

The total revenue share payments under this agreement are capped at $800 (eight hundred United States dollars). Once cumulative payments reach $800, the revenue share obligation terminates permanently. No further payments are due under this clause regardless of the subsequent income of the group or Claudine personally.

3.3 Zero-revenue months

If Claudine receives no management fee income in any month, no payment is due for that month. The obligation is conditional on revenue. There is no minimum payment. There is no obligation to make up missed payments in subsequent months.

4 · Equity intention

4.1 Intended equity terms

It is the intention of both parties that, upon successful registration of the cooperative entity, WOAM Capital and the registered entity will execute a Stage 2 Equity Agreement under which WOAM Capital will hold 8% of the membership units of the cooperative as consideration for the investment made under this agreement. The indicative terms of the Stage 2 agreement are set out in Schedule A.

This clause is a statement of intention, not a binding equity commitment. The equity relationship is created only upon execution of the Stage 2 Equity Agreement. Until that time, WOAM Capital holds no ownership interest in the group or its assets.

5 · Governing terms

5.1 Governing law

This agreement is governed by the laws of England and Wales.

5.2 Dispute resolution

Any dispute arising from this agreement will be referred to binding arbitration under the rules of the Kigali International Arbitration Centre (KIAC), with the seat of arbitration in Kigali, Rwanda. The language of arbitration will be English or Kinyarwanda at the election of the claimant.

5.3 Execution

This agreement is executed by electronic confirmation via WhatsApp. Claudine's confirmation message "I agree / Ndavyemeye" sent from mobile number +250XXXXXXXXX constitutes valid execution of this agreement under the Rwanda Electronic Transactions Act.

Schedule A · Indicative Stage 2 Equity Terms

Equity percentage

8% of membership units

Revenue share rate

5% of monthly management fee income

Revenue share cap

$800 (2× working capital)

Buyback option

Available from Year 3 at agreed revenue multiple

Governance rights

Information rights only. No board seat. No veto.

NGO partner carry

WfWI receives 5% of WOAM Capital's net return

Signed for and on behalf of WOAM Capital Ltd

Kent Ertugrul · CEO · WOAM Capital Ltd

Claudine Uwimana · WhatsApp confirmation accepted

+250XXXXXXXXX · 15 April 2026 · 14:32 UTC

WhatsApp execution record: "I agree / Ndavyemeye" — received from +250XXXXXXXXX at 14:32 UTC on 15 April 2026. Message hash [SHA-256: XXXXXXXX]. Execution record stored in WOAM Capital portfolio management system reference WOAM-S1-RW-001. Kinyarwanda version of this document delivered simultaneously as reference WOAM-S1-RW-001-RW.

Document status

Stage 1 · Active

Stage 2 Document

The Equity Agreement —
Anatomy

Triggered automatically by the platform when cooperative registration is confirmed. Two pages. Same format, same language pair. No new money changes hands — the consideration is the Stage 1 investment already deployed. The Stage 1 agreement is fully superseded.

A

Clause type · Equity grant

Equity created by reference to Stage 1 consideration already paid

WOAM Capital receives its agreed percentage of the cooperative's membership units as consideration for the investment deployed under Stage 1. No new capital is required. The cooperative acknowledges receipt of the Stage 1 investment and issues the membership units in consideration thereof. The equity is retrospective — it recognises the economic relationship that has existed since Stage 1.

B

Clause type · Revenue share

Revenue share converted from personal to corporate obligation

The revenue share that was operating as a personal obligation under Stage 1 is formally assumed by the cooperative entity. Any payments already made under Stage 1 count toward the cap. The mechanism is unchanged — same percentage, same cap — but the obligor is now the cooperative, not the individual. The individual's personal liability under Stage 1 is extinguished.

C

Clause type · Governance

Minority equity rights — information only, no operational control

WOAM Capital receives: quarterly KPI reports (member count, pool value, income), annual accounts, and notification of material changes (dissolution, change of lead coordinator, merger). WOAM Capital has no board seat, no veto rights, and no operational involvement of any kind. The cooperative retains full autonomy. This is a deliberate choice — operational interference in these businesses would undermine their community function.

D

Clause type · Buyback option

Cooperative can acquire WOAM Capital's stake from Year 3

From the third anniversary of Stage 2 execution, the cooperative has the option — not the obligation — to purchase WOAM Capital's equity stake at a valuation agreed in advance (typically 2× annual management fee income at the time of exercise). This gives the investee a clear path to full ownership and provides WOAM Capital with a defined exit mechanism that does not require a third-party acquirer. The option is at the cooperative's election, not WOAM Capital's.

E

Clause type · Succession

Death and dissolution — equity survives the individual

If the founding member dies, the equity stake survives in the entity. The cooperative's registered membership structure determines succession — WOAM Capital's stake is unaffected. If the cooperative dissolves, WOAM Capital's equity claim ranks after all creditors and ahead of any distribution to members. In practice, dissolution at this scale typically means zero residual value, and the agreement acknowledges this explicitly rather than creating false expectations.

F

Clause type · Supersession

Stage 1 agreement fully extinguished on Stage 2 execution

Upon execution of the Stage 2 agreement, the Stage 1 Pre-Formalisation Agreement is superseded in its entirety. All personal obligations of the lead individual under Stage 1 are extinguished. The operative relationship is exclusively between WOAM Capital and the registered cooperative entity from this point forward. The individual bears no residual personal liability.

How the Pipeline Generates Both Documents

Seven Agents.
Both Documents Automated.

Neither document requires human legal intervention after template approval. Agent 06 generates Stage 1 at the investment decision. The monitoring system triggers Stage 2 when registration is confirmed. The entire documentation lifecycle is automated.

Agent 01–03

Intake, research, score

Candidate profile built, identity verified, revenue estimated, score calculated. At this stage the pipeline has everything needed to populate the Stage 1 agreement: counterparty name, ID number, mobile money number, investment amounts, revenue share rate. No document is generated yet.

Agent 04–05

Interview, decision

Investment decision made. Amounts confirmed: formalisation grant split from working capital. Revenue share rate selected from the jurisdiction-appropriate rate schedule. Equity percentage confirmed from the franchise type matrix. All parameters for both Stage 1 and Stage 2 are now determined.

Agent 06

Agreement generation

Stage 1 agreement generated from the jurisdiction-appropriate template (Variant A or C, depending on geography). Populated with all confirmed parameters. Translated into the candidate's language. Delivered as PDF via WhatsApp alongside the plain-language decision communication. Acceptance recorded with timestamp as execution evidence. Payment instruction generated simultaneously.

Stage 1 document generated here

Agent 07

Monitoring begins

KPI monitoring activated. Formalisation milestone tracked — 90-day countdown begins. Revenue share payment tracking begins from month one. Platform delivers formalisation support modules in the candidate's language: step-by-step cooperative registration guidance, cost estimates, document checklist for the Rwanda Cooperative Agency or local equivalent.

Platform trigger

Registration confirmed

Portfolio company notifies the platform of successful registration — registration certificate number, cooperative entity name, registered address. Platform validates against the Rwanda Cooperative Agency public register. Stage 2 generation triggered automatically. Revenue share payments already made under Stage 1 are credited against the cap in the Stage 2 agreement.

Stage 2 document generated here

Stage 2 execution

Equity agreement live

Stage 2 equity agreement generated, translated, delivered via WhatsApp to the cooperative's registered contact. Accepted via WhatsApp confirmation from the registered entity's phone number. Stage 1 marked as superseded in the portfolio management system. Equity position recorded. Portfolio company moves from pre-equity to equity status. NGO partner carry position calculated and recorded.

Document Variants

Four Templates.
Every Geography Covered.

The pipeline maintains four document variants — two for direct investment (UK management company as party) and two for local entity structures. Each variant is approved once by a local lawyer in the relevant geography. After that, it generates automatically for every subsequent investment.

Variant A

Stage 1 — Direct investment

RwandaKenyaTanzania UgandaNamibiaKyrgyzstan GhanaSenegal

UK management company as WOAM Capital party. Individual as counterparty. English law. Local arbitration body. Revenue share operates as personal obligation. Formalisation commitment personal to the lead individual. Used in all deploy-now jurisdictions where direct investment from the UK entity is legally clean.

Variant B

Stage 2 — Direct investment

RwandaKenyaTanzania UgandaNamibiaKyrgyzstan GhanaSenegal

UK management company as WOAM Capital party. Registered cooperative as counterparty. English law or local law (jurisdiction-dependent). Full equity agreement with governance rights, buyback option, death and dissolution provisions. Stage 1 supersession clause. Operative equity document for all direct-investment geographies.

Variant C

Stage 1 — Local entity

NepalEthiopia IndonesiaIndia

Local WOAM Capital subsidiary as party. Individual as counterparty. Local law governs. Local arbitration. Revenue share denominated in local currency with USD reference rate. Formalisation commitment consistent with local cooperative registration requirements. Required where FDI minimums or MSME reservations block direct UK investment.

Variant D

Stage 2 — Local entity

NepalEthiopia IndonesiaIndia

Local WOAM Capital subsidiary as party. Registered cooperative as counterparty. Local law governs throughout. Equity provisions consistent with local companies act requirements on foreign minority stakes. Buyback option structured to comply with local FDI regulations on equity transfers. Operative equity document for all local-entity geographies.

Drafting Principles

Five Rules That
Cannot Be Compromised.

Plain language is not optional

Every clause that cannot be explained in the intake conversation is a clause that creates misunderstanding and relationship damage. The pipeline generates documents in plain language by design. Legal precision is sacrificed where necessary for comprehension. The Kinyarwanda version of the Stage 1 agreement must be comprehensible to a woman who has never seen a legal document before — not a translation of English legal language, but a re-expression of its meaning.

No personal liability beyond the revenue share cap

The Stage 1 agreement must be explicit in plain language that the individual's personal exposure is limited to the revenue share payments — and that those payments are conditional on revenue. She owes nothing if the business generates nothing. This must appear in the body of the document, not buried in a definitions clause. It is the sentence that makes the entire model different from microfinance, and it must be unmissable.

Governing law must be chosen practically

English law as governing law is appropriate where the UK management company is party and arbitration is the dispute mechanism. For Nepal and Indonesia where a local entity is the counterparty, local law governs. ICC arbitration in London is appropriate for a Fund II institutional arrangement — not for a $900 investment in a Rwandan cooperative. The arbitration body must be practical: KIAC for Rwanda, the Dispute Resolution Centre for Kenya, the Kyrgyz Chamber of Commerce for Kyrgyzstan. The pipeline selects the correct arbitration clause by jurisdiction automatically.

WhatsApp execution is legally valid — and is the operative method

Rwanda, Kenya, Uganda, Tanzania, and Ghana all have electronic transactions legislation that recognises digital signatures including WhatsApp confirmation as valid acceptance of a contract. The Stage 1 agreement explicitly states this and records the execution timestamp and message hash as the execution evidence. The local language version is the operative version if there is any inconsistency with the English version — this matters for enforceability and for the portfolio company's understanding of what they have agreed to.

Templates reviewed once per jurisdiction before any investment is made

A qualified local lawyer in each first-activation geography must review and approve the Stage 1 and Stage 2 templates before any investment is made. This is a one-time exercise per jurisdiction. The templates, once approved, generate automatically for every subsequent investment without further legal review. Every investment made without legally reviewed templates carries documentation risk that could undermine the portfolio's value to institutional acquirers at the Series A stage. This legal work is the single most important spend before deployment.

What This Costs

One-Time Legal Review.
Per Geography. Not Per Deal.

The legal review is a fixed cost per jurisdiction, not a variable cost per investment. Once templates are approved, the pipeline generates every subsequent document automatically. The cost structure scales like software.

£5–8k

Per jurisdiction

Local lawyer review and approval of Stage 1 and Stage 2 templates. Rwanda, Kenya, Kyrgyzstan as the first three. Covers template drafting, local law compliance, arbitration clause selection, and electronic execution validity opinion.

£15–25k

Total · First three geographies

Complete template library for Rwanda, Kenya, and Kyrgyzstan. All four variants (A, B, C where applicable, D where applicable). Bilingual versions. WhatsApp execution legal opinion. Covers every investment made in these geographies for the life of Fund I.

£0

Per subsequent investment

After template approval, every Stage 1 and Stage 2 document is generated automatically by the pipeline at zero marginal legal cost. The cost per investment document in Year 2 is the same as the cost per investment document in Year 1 at ten times the portfolio size.