by Undo Capital
December 15, 2025

What Is a Disclosure Letter?

A disclosure letter is a legal document that supplements warranties in an investment or acquisition by formally disclosing any exceptions or risks to the buyer or investors.

Disclosure Letter Meaning

The disclosure letter's meaning centres on transparency and risk allocation. To define a disclosure letter in practice, it is delivered alongside the subscription or share purchase agreement and qualifies the warranties given by the company or founders. Any known issues, such as disputes, liabilities, IP gaps or contractual risks, are listed in the disclosure letter to prevent future warranty claims. A clear disclosure letter definition protects the disclosing party from liability while ensuring investors make informed decisions. In funding rounds, it stands for honest risk disclosure and balanced legal protection.

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