Venture Capital – Legal Documentation

Singapore took great strides in the last years to facilitate efficient and swift access to venture capital deals. To this end, one of the measures is the introduction of a standard set of legal documentation (comparable with the model legal documents of the National Venture Capital Association (NVCA) in the US). We briefly mention two sets:

1.)   Venture Capital Investment Model Agreements (VIMA):

The VIMAs are the most prevalent templates when it comes to venture capital deals involving a Singapore Pte Ltd. The Singapore Academy of Law and Singapore Venture and Private Capital Association spearheads the evolution and development of the VIMAs. The VIMA has recently been overhauled and an updated package (version 2.0) has been published.

Currently, the following templates are available:

a)    Non-disclosure Agreement

b)    Mutual Non-disclosure Agreement

c)     Term Sheet – short and long-form

d)    Shareholders' Agreement

e)    Subscription Agreement

f)      Convertible Note

g)    Employee Share Option Plan Primer

h)    Employee Share Option Plan Schedule

i)      Model Constitution

j)       Environmental, Social, and Governance Letter Agreement - short and long-form

k)     CARE - Convertible Agreement Regarding Equity

l)      Founders' Agreement

m)   Employee Deed of Assignment of Intellectual Property

2.)   Y Combinator – Safe (simple agreement for future equity) 

Y combinator released a Singapore version of its well-known Safe instrument – with a “post-money” valuation cap. Further, the Safe kit includes a pro-rata side letter and a Safe user guide (though the guide is only released in connection with the US versions). You can access them here: https://www.ycombinator.com/documents

In each case, all of these instruments may serve as a starting point for a financing round. You may want to consult a lawyer – reach out to us and we are happy to connect you.