Essential Legal Docs for Raising a Seed Round in Canada


Written on: May 18, 2023

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Legal Documents for Seed Round Raise in Canada

If you’re a new immigrant founder looking to raise seed round VC financing in Canada, understanding the legal documents involved is crucial. In this blog, we’ll introduce the essential legal documents new immigrant founders should be aware of when raising seed round VC money, with a focus on Series Seed Preferred Stock and considerations relevant to new immigrant entrepreneurs.

What Is Series Seed Preferred Stock?

Series Seed Preferred Stock is a type of preferred stock issued by startups during their early stage of development. In a Series Seed financing round, startups issue a new class of preferred stock to investors. The terms of this new class are typically outlined in amended and restated articles, and the sale is facilitated by a stock purchase agreement. Several other ancillary agreements may supplement the transaction. These deal documents establish the terms and conditions of the issuance of Series Seed Preferred Stock, as well as the rights, privileges, preferences, and obligations of the issuing company, the investors, and sometimes other stockholders.

What are the Legal Documents Founders Should be Aware of in a Seed Round VC financing?

When raising seed round VC money, there are several essential legal documents that new immigrant founders should be aware of. These documents play a crucial role in the fundraising process, as they define the terms and conditions of the investment and establish the rights and obligations of the company and its investors.

Term Sheet

A term sheet is a non-binding agreement that outlines the key terms and conditions of the investment. It serves as a starting point for negotiations between the company and its investors and covers critical aspects such as the amount of investment, the valuation of the company, and the percentage of equity offered to the investor.

A term sheet typically includes provisions related to the board of directors, liquidation preferences, anti-dilution protection, and other rights and protections for the investor.  Although the term sheet is usually non-binding, certain clauses such as confidentiality and exclusivity are usually binding.

Share Subscription Agreement

A share subscription agreement is a legal contract between the company and the investor that sets out the terms of the investment, such as the number of shares to be issued, the type and class of the shares (e.g. Series Seed Preferred Shares), the price per share, and the payment terms. It is a binding agreement and establishes the legal relationship between the company and the investor.

Shareholders Agreement

A shareholders agreement is a legal document that governs the relationship between the company and its shareholders, especially any special preference rights to be given to the VC investors. It outlines the rights and obligations of the shareholders, including voting rights, dividend payments, and procedures for resolving disputes. The shareholders agreement typically covers a wide range of topics, such as board composition, transfer of shares, pre-emption rights, and non-compete clauses.

Revised Articles

The articles of incorporation are a legal document that defines the structure and governance of the company. When raising seed round VC money, the company needs to amend its articles of incorporation to accommodate the new investor’s requirements. For example, the company would need to create a new class of shares with special preference rights with respect to issuance of new shares, dividend distribution, company reorganization, liquidation, etc.

What are the Other Considerations for New Immigrant Founders in a Seed Round VC Financing?

As a new immigrant founder raising seed round VC money, it’s important to consider the following:

Legal Compliance: Ensure that your legal documents and transactions comply with Canadian laws and regulations. Working with a lawyer who specializes in startup law and understands the unique challenges faced by new entrepreneurs can help ensure compliance and provide guidance tailored to your specific circumstances.

Understanding Investor Rights: Familiarize yourself with the rights, privileges, and preferences associated with Series Seed Preferred Stock. Be aware of the implications these rights may have on your decision-making and control over the company. Seeking legal advice specific to your situation will help you understand and negotiate these terms effectively.

Cultural and Language Considerations: As a new immigrant founder, you may face language and cultural barriers when navigating legal documents and negotiations. Working with a lawyer with diversified experience can help bridge these gaps, ensuring clear communication and comprehension throughout the process.

Building a Support Network: Seek out organizations, networks, and mentorship programs that cater to new immigrant entrepreneurs. These resources can provide valuable guidance, connections, and support as you navigate the legal and business landscape in Canada.

How Can Trustiics Help?

If you’re a new immigrant founder seeking legal advice to raise seed round VC money, we recommend consulting with a lawyer on Trustiics. Trustiics is a legal marketplace that connects entrepreneurs, small business owners, and new immigrants with vetted and experienced lawyers in Canada, China, the U.S., India, and Brazil.

With Trustiics, you can easily find a lawyer who can help you navigate the legal complexities of raising capital and growing your business. Get free quotes and expert guidance tailored to your needs.

Don’t forget to take advantage of our Quick Legal Consultation service, available for a flat fee of just US$120. Address specific legal concerns and seek immediate advice, gaining valuable insights and guidance at an affordable cost.


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