VCs · 8 min read

Building an IC memo process your partners will actually read

The IC memo is the most examined document a venture firm produces and the most inconsistently written. A practical process for making memos short, honest and comparable.

Every venture firm has an investment committee. Almost every venture firm has a different memo for it. The template drifts each partner cycle, the length balloons over years, and by the time the memo lands with the IC on a Sunday night, it is thirty pages of context and three paragraphs of decision.

The best IC processes we have watched share three properties: memos are short, comparable, and written primarily for the partner who was not in the room. This piece is how to get there.

Why the memo matters more than the meeting

IC meetings are performative. The memo is the durable object. Six months later, when the position is up or down, the memo is what everyone rereads to remember what they thought and why. If the memo does not contain the actual bet, it does not matter how long the meeting was.

This has two implications. Memos should be written to be reread. And the reread should reveal, immediately, what the firm was betting on and what would prove them wrong.

The shape that works

The strongest IC memos we have seen fit on five pages. They contain, in order:

1. Recommendation

One paragraph. What the firm is being asked to approve, at what terms, on what conviction level, with what ownership target. The reader who only reads this paragraph should know the answer.

2. Thesis

The bet in three sentences. Not a category summary. Not market size. The specific reason this specific company at this specific stage is a fund returner if it works.

3. What has to be true

Three to five bullet points. The concrete conditions that, if they hold over the next two to three years, make the thesis correct. This is the section that reveals the quality of the diligence.

4. What would prove us wrong

Three to five bullets. The counter-evidence that would falsify the thesis. Memos that skip this section are almost always memos that skipped the harder half of the diligence.

5. Team, product, market, traction

One paragraph each. Concrete claims backed by evidence. The team paragraph names the specific reasons this team is the right team, not a resume summary. The market paragraph is not a TAM slide — it is the founder's answer to 'why now'.

6. Terms and cap table

The proposed round, the resulting ownership, the pro forma cap table, and the expected returns math at plausible exits. This is a table, not prose.

7. Open questions

The questions the deal lead still does not know the answer to. Every serious deal has three of these. Memos that claim to have none are hiding them.

Memos should be five pages long because five pages is what a partner will actually read on a Sunday night. Fifteen page memos get skimmed to the recommendation, and skimming is not diligence.

Comparability: the underrated superpower

The reason great firms produce comparable memos is not because they are pedantic. It is because comparability makes portfolio patterns visible. When every memo has the same 'what has to be true' section in the same place, you can ask 'across our last twenty investments, how often was the second bullet correct twelve months later?' If the memos vary in shape, you cannot ask this question.

This is why the template matters. Fighting for template consistency across partners feels petty in the moment and pays for itself years later.

The re-underwrite: the practice most firms skip

The highest-leverage memo practice we have seen is the re-underwrite. Every twelve months, the deal lead rereads the original memo and writes a one-page note: what has proven correct, what has proven wrong, what has changed, and whether the firm would make the same bet today.

The re-underwrite is uncomfortable, which is exactly why it is valuable. It builds the firm's memory. It surfaces pattern errors — 'we keep being wrong about X' — that individual memos cannot show. And it makes the memo an active document, not an artifact.

Post-mortems on wins as well as losses

Firms post-mortem their write-offs. Almost none post-mortem their wins. This is a mistake. A win driven by luck looks the same as a win driven by thesis correctness on the return chart; the difference only shows up in the memo trail. Firms that post-mortem their wins learn what they are actually good at.

Where Equavion fits

Equavion's IC module is a template that a firm's partners can converge on together. Memos live in the same graph as the deal, the diligence, the pipeline stage and the eventual portfolio position. The re-underwrite is a scheduled prompt, not a hoped-for habit. Verity drafts the first pass of each section against the live evidence in the room; the deal lead edits, adds judgment, and signs off. Nothing gets written without a human clicking approve.

Takeaways

  • The memo matters more than the meeting because the memo is what gets reread.
  • Keep it to five pages: recommendation, thesis, what has to be true, what would prove us wrong, team/product/market/traction, terms, open questions.
  • Comparability across memos is what makes portfolio patterns visible. Enforce the template.
  • Re-underwrite every twelve months. Post-mortem wins as well as losses.
See Equavion in action.

One graph for founders, funds and LPs. Private ownership, clearly understood.