Free Startup Fundraising Documents
Several organizations, accelerators, and even law firms provide their version of market standard startup legal financing documents which can be downloaded for free online (or by agreeing to an email subscription).
The terms of these documents can be very complex. We strongly recommend consulting with an experienced startup lawyer to fully understand the terms and whether they fit your purpose or need to be edited.
Law for Startups does not endorse or recommend any of these documents and does not assume any responsibility for any consequences of your use of any of these documents.
These documents include customized deal terms which should always be negotiated based on specific circumstances. There may be securities regulations and securities filings associated with the use of any of these documents for fundraising.
Separately, many of these documents (and startup incorporation platforms) are specifically drafted for Delaware corporations that have a principal place of business in California. If your company's HQ is not in California, you may needlessly expose your company to California state securities regulations.
SAFE - Y Combinator
Y Combinator's Simple Agreement for Future Equity (SAFE) was created by YC lawyer, Carolynn Levy, in 2013 as a more equity-like alternative to the traditional convertible note (which is debt unless/until it converts). Unlike convertible notes, SAFEs are not repaid (no maturity date), and do not accrue interest.
SAFEs come in 4 different flavors: valuation cap only; discount rate only; valuation cap and discount rate; or Most Favored Nation (MFN) (no valuation cap, no discount rate).
The original SAFE with the valuation cap is known as the "Pre-Money SAFE," while the current version of the valuation cap SAFE that is available for download on YC's website is known as the "Post-Money SAFE." The Post-Money valuation cap SAFE has a more dilutive impact on founders. The MFN SAFE is usually used in bridge seed rounds as the investor will get the same rights and benefits as subsequent convertible securities.
Download the most recent SAFE versions on YC's website (here).
KISS - 500 Startups
500 Startups, a global VC firm and accelerator, created its own convertible instruments, known as the Keep it Simple Security (KISS). The KISS is another attempt by an accelerator to standardize and simplify seed funding documents. There are two versions of the KISS: the equity version (no interest or repayment) with valuation cap and discount (here), and the debt version (interest and maturity date) with valuation cap and discount (here)
The KISS can also be generated through Cooley's Document Generator, CooleyGO.
Convertible Note - Silicon Hills Lawyer (José Ancer)
José Ancer, ECVC lawyer and Silicon Hills Lawyer author, has published a convertible note. Silicon Hills Lawyer is written for startup founders (not investors) and José does not mince words in his defense of founders and critique of the often insidious venture capital world. His convertible note is comprehensive and comes with detailed footnotes.
Download Jose's Convertible Note document on Silicon Hills Lawyer (here).
Also consider applying for one of José's free virtual weekly office hours (here).
Series Seed Documents - Series Seed
The Series Seed documents by Series Seed were one of the first attempts (2010) to create a modern tech-based, open source, simple public standard set of seed financing documents to reduce the time and expense of early-stage fundraising. The Series Seed website includes an interesting history of startup fundraising.
The Series Seed documents are for priced/equity seed rounds (not convertible debt/equity rounds) and are great for smaller financings that do not require the rights and preferences in a typical Series A round. The documents were drafted to be fair to both founders and investors and have evolved over time to incorporate crowd-sourced recommendations.
Download the Series Seed documents (here).
Series A Documents - NVCA
The Model Legal Documents published by the National Venture Capital Association (NVCA) have become the standard Series A financing documents. The NVCA offers a full set of documents used in a Series A financing round, including a Model Term Sheet, Stock Purchase Agreement, Voting Agreement, Right of First Refusal and Co-Sale Agreement, Investors' Rights Agreement, Amended Certificate of Incorporation.
The NVCA has partnered with leading investment analytics company, Aumni, to offer insights on industry standard terms and statistics on frequency of use and variations, built right into the model documents.
Download the Model Legal Documents on NVCA's website (here).