NVCA forms can make life easier for everyone involved in the often-complex venture capital financing process. This standardized set of financing documents helps save time and create common ground for startup leaders, investors and attorneys.
Understanding the framework and purpose of these documents is essential for any startup preparing for equity financing.
Most VC deals begin with a term sheet, a short document of 10 pages or less that summarizes the terms of the deal between investor and founder. There’s also an accompanying set of financing and legal documents — sometimes 100 pages or more — that need to be executed to iron out the finer points.
It’s easy to see how these documents could become complex, given the unique terms of each deal and differing preferences based on industry, stage, and investor.
That’s where NVCA forms come to the rescue. Startups can save thousands on legal fees — and close deals faster — when they educate themselves on the NVCA process.
Whether you’re preparing for your first round or brushing up on fundraising facts prior to another VC deal, let’s review the foundational elements of NVCA forms. We’ll explore the benefits, highlight the five most important docs, and show you a helpful platform that can help you close your deal in weeks, not months.
What are the NVCA Model Legal Documents?
NVCA documents are a set of standardized legal documents that are meant to reflect and guide industry standards for venture capital deals.
NVCA forms provide a framework for negotiations and outline terms and conditions of the investment for both VC and startup. They’re effectively a roadmap for an efficient, expedited closing.
The National Venture Capital Association (NVCA), founded in 1973, is the creator of these model forms. The NVCA represents the interests of both VC firms and startup founders.
Benefits of NVCA Forms
There are many benefits to using a standardized set of paperwork.
NVCA model documents:
- Decrease the legal cost and time of equity financing deals
- Protect both the VC and the startup/entrepreneur
- Provide explanations of available financing terms and options
- Encourage consistency and standardization across the VC and startup world
Because the model documents are standardized, they’re not like snowflakes. In theory, startups and VCs should be able to execute these documents mostly on their own, preserving their lawyers’ time for more nuanced aspects of the deal.
Are there downsides to NVCA Documents?
It’s important for startup founders to understand the NVCA process. Proper execution can ensure you start off on the right foot after your round closes.
The venture capital industry spends $200 million each year on legal fees to close financing rounds. Most equity rounds take 6-9 months to close: costly time that might stunt the growth of a scaling startup.
Too often, the industry reverts to an unproductive model. Startups spend thousands of VC dollars on legal fees to execute their documents. Expert attorneys are billing hours for monotonous document execution, rather than the legal expertise they’re most fit to deliver. Money that’s earmarked for new hires and expansion is instead poured into paperwork.
The 5 Primary NVCA Model Documents for Equity Financing
To this point, we’ve only referred to NVCA forms as a whole. Let’s explore five of the most essential documents within the NVCA set.
This list doesn’t include every single form — we’ve got a more robust list of equity financing documents — but it’s meant to give you an overview:
1.) Charter or Certificate of Incorporation
Prior to an initial NVCA document process, the founder(s) of the company likely owns 100% of the shares. Whenever a new class of stock is created, or the number of shares increases, your company’s Certificate of Incorporation will need to be amended, and you’ll likely file for status as a Delaware C corporation.
This certificate/charter will establish the rights of preferred and common stockholders and the conditions required to allow further financing rounds.
The charter is the only publicly filed of the five documents.
2.) Stock Purchase Agreement (SPA)
In exchange for their capital, your venture capital partner will receive company stock. The Stock Purchase Agreement will detail what investors are purchasing, including how many shares and at what price.
The SPA will specify prerequisites for closing the round. It also includes a disclosure schedule, an important document that lists information on company details such as intellectual property, pending legal action, debts, etc. Think of this as educating your investors on everything they should know about your company.
3.) Voting Agreement
This NVCA form identifies the company’s board members, and details the rights that accompany a board seat. The voting agreement can also include drag-along rights, which give a majority shareholder the right to force a minority shareholder to join in on a sale.
4.) Investor Rights Agreement (IRA)
As the name suggests, the Investor Rights Agreement outlines key clauses for your VC firm. These can include:
- Registration rights: Entitle investors to require that a company list the shares publicly so that the investor can sell them
- Preemptive rights: Grant investors the right to participate in future financing rounds and IPOs
- Information rights: Give investors access to the company’s periodic financial statements
- Observer rights: Allow investors to observe board meetings, even if they are not on the board
5.) Right of First Refusal and Co-Sale Agreement (ROFR)
The Right of First Refusal restricts a founder or key shareholder from selling shares to a third party without first offering their shares to their co-investors. Similarly, the Co-Sale Agreement gives investors the right to “tag along” in any future equity sales; they get the same deal terms as the party that’s initially selling shares.
Automating your NVCA Forms
As you prepare for your next round of equity financing, it’s important to consider the points of negotiation and to accurately complete your NVCA forms. However, as we’ve discussed, these forms aren’t snowflakes. You can find a way to be efficient and expedient, without pouring in extra hours and dollars on legal fees.
Shoobx, the automated equity financing platform, offers NVCA templates that allow for flexibility while drafting for any transaction, ranging from a straightforward seed round to a complex later-stage deal. Shoobx does the document generation for you — storing important docs in an automated data room and automatically syncing updates with your cap table.
Founders can complete a full set of NVCA documents based on company structure and pro forma in no time. That frees up your lawyer’s time to refine the more complicated aspects of the deal. Shoobx users have closed rounds in as little as 14 days while saving thousands in legal fees.
Need help generating a full set of NVCA forms or Series Seed documents? Learn how Shoobx’s automated equity financing solution can help you draft and execute your fundraising documents so you can close your next round in weeks, not months.
Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation.