NVCA Model Legal Documents
The National Venture Capital Association publishes the template suite that US Series A and later rounds are negotiated from. Nine documents, freely available from nvca.org, and linked below in their current official versions. This page adds what the templates themselves do not: what each document actually does, which clauses founders end up negotiating in it, and how the same terms are built when the company is a Turkish joint-stock company rather than a Delaware corporation. Jump to the documents.
NVCA model documents are designed for U.S. Delaware-domiciled entities raising under U.S. securities law. Founders raising into a Türkiye-domiciled Limited Şirket or Anonim Şirket cannot use these directly: flip-up to a Delaware C-Corp is typically required first, and even then, specific provisions need calibration for Turkish counsel sign-off on cross-border execution.
All rights belong to NVCA. Vircon Legal links these documents only for reference; no copyright is claimed and no modifications are made. Original source: nvca.org/model-legal-documents
How the nine documents fit together. The economics of the round (price, preference, anti-dilution, conversion) live in the Certificate of Incorporation, because in Delaware share rights are created by the charter, not by contract. Control lives in two places: the protective provisions in the charter and the board mechanics in the Voting Agreement. Information, registration and follow-on rights sit in the Investor Rights Agreement; restrictions on founder share transfers sit in the ROFR & Co-Sale Agreement; the Stock Purchase Agreement is the contract that moves the money and closes. The remaining three (Management Rights Letter, Indemnification Agreement and Legal Opinion) are closing deliverables rather than negotiated terms.
A Turkish joint-stock company reaches the same result with two documents instead of six: an amended esas sözleşme for everything that must bind the company and future shareholders, and a shareholders’ agreement for everything else. Where each NVCA clause lands in that pair is noted document by document below.
The documents (official NVCA versions)
Term Sheet
Preliminary commercial framework outlining key terms of a Series A venture financing: valuation, preferred stock terms, board composition, protective provisions. The negotiation anchor before definitive documentation.
Stock Purchase Agreement (SPA)
Definitive equity purchase contract between company and investors. Contains representations and warranties, conditions to closing, post-closing covenants, indemnification framework.
Amended and Restated Certificate of Incorporation
The company's constitutional document defining share classes, liquidation preferences, conversion rights, anti-dilution mechanics, and protective provisions for Series A Preferred Stock.
Investor Rights Agreement (IRA)
Grants investors information rights, registration rights (demand and piggyback), pro-rata participation in future rounds, and board observer arrangements.
Voting Agreement
Governs board composition (founder seats, investor seats, independent seats), drag-along mechanics, and vote-on-sale commitments by all stockholders.
Right of First Refusal & Co-Sale Agreement
Transfer restrictions on founder/common stock: ROFR for company and investors, tag-along (co-sale) rights for investors when founders sell.
Management Rights Letter
Confirms specific consultation rights for a venture fund: often required for VCOC (Venture Capital Operating Company) qualification under ERISA plan-asset rules.
Indemnification Agreement
Company indemnification of directors and officers for liabilities incurred in the course of their duties. Companion to D&O insurance and customary for VC-backed boards.
Model Legal Opinion
Form of legal opinion from company counsel addressing the validity of the share issuance, corporate authority, and selected federal and state law matters at closing.
What each document does, and what founders negotiate
Term Sheet
The non-binding summary the definitive documents are drafted from. It fixes the pre-money valuation, the size of the round, the option pool and whether it sits in the pre-money, the liquidation preference, the anti-dilution formula, board composition, the list of protective provisions and founder vesting. Only the confidentiality, no-shop and expense clauses bind.
What founders negotiate. The pre-money number is rarely the real fight; the option pool inside it is, because every share added to the pool before the round dilutes founders alone. After that: a 1x non-participating preference, broad-based weighted-average anti-dilution rather than full ratchet, a board where founders and investors are balanced by an independent, a protective-provisions list limited to fundamental matters, and a no-shop measured in weeks, not months.
In a Turkish company. A Turkish term sheet does the same job, but every economic term on it has to be traced to one of two destinations before signing: the articles (share privileges, board seats, transfer restrictions; each requiring a 75% general assembly vote to create) or the shareholders’ agreement. Our term sheet negotiation checklist walks the founder side of that list.
Glossary: Term sheet · Option pool · Pre-money · Post-money · Series A | Read: Term sheet negotiation checklist · Cap table autopsy: seven disasters
Stock Purchase Agreement (SPA)
The contract under which investors buy the preferred shares. It carries the company’s representations and warranties (capitalisation, IP, litigation, compliance, financial statements), the disclosure schedule that qualifies them, the investors’ own representations, the conditions to closing and the mechanics of one or more closings.
What founders negotiate. The breadth of the representations and how many carry knowledge or materiality qualifiers; how complete the disclosure schedule is, since anything disclosed there is carved out of the warranty; which closing conditions the company must deliver (legal opinion, signed ancillary agreements, good standing); and a cap on the investors’ expenses the company reimburses.
In a Turkish company. The document that moves the money in Türkiye is not a purchase agreement but a capital increase: general assembly resolution, subscription undertaking, payment into a blocked bank account, registration. The shares exist only when the registry says so (Turkish Commercial Code Arts. 344–345, 459). The investment agreement organises those acts and holds the warranties; it does not itself issue shares.
Glossary: Share purchase agreement · Disclosure schedule · Closing · Bring-down certificate | Read: Anatomy of a Turkish shareholders’ agreement
Amended and Restated Certificate of Incorporation
The charter, and the document that actually creates the Series A Preferred. It sets the dividend right, the liquidation preference, optional and automatic conversion into common, the anti-dilution adjustment to the conversion price, the voting rights of the preferred and the protective provisions that give investors a veto over listed matters.
What founders negotiate. Participating versus non-participating preference and any multiple above 1x; the anti-dilution formula (broad-based weighted average is market, full ratchet is not) and its carve-outs for the option pool; whether pay-to-play applies; and the protective-provisions list: which decisions need preferred approval and at what threshold.
In a Turkish company. The counterpart is the esas sözleşme. Preference in liquidation proceeds, dividends, pre-emption and voting are recognised share privileges (Art. 478), but they must be written into the articles and creating them takes 75% of the capital (Art. 421(3)). Two limits have no Delaware equivalent: shares cannot be issued below nominal value (Art. 347), which caps what a ratchet can do, and the articles cannot impose obligations on shareholders beyond paying for their shares (Art. 480), which pushes drag-along and similar duties into the shareholders’ agreement.
Glossary: Preferred stock · Participating preferred · Conversion ratio · Protective provisions · Esas sözleşme | Read: Liquidation preference and anti-dilution for founders · Down rounds and pay-to-play
Investor Rights Agreement (IRA)
The investors’ rights that are contractual rather than charter-based: registration rights for a future public offering, information rights (annual and quarterly financials, budget, inspection), a right of first offer on new securities, board observer seats, and a set of company covenants (D&O insurance, employee confidentiality agreements, board approval of option grants and similar).
What founders negotiate. Who counts as a “Major Investor” entitled to the fuller rights; the scope and frequency of information; the exemptions from the right of first offer (option pool grants, conversions, strategic partnerships); whether observers are bound by confidentiality; and the point at which the rights fall away, usually an IPO or a sale.
In a Turkish company. Two of these rights are statutory defaults in Türkiye and need no contract: every shareholder may inspect the financial statements before the general assembly and question the board (Art. 437), and every shareholder holds a pre-emptive right in each capital increase (Art. 461), which is why Turkish rounds begin with a waiver rather than a grant. Registration rights have no counterpart in a private company; the rest is drafted into the shareholders’ agreement.
Glossary: Investor rights agreement · Information rights · Registration rights · Pro rata · Observer rights | Read: Investor rights: veto, information and the board
Voting Agreement
How the board is composed and how everyone votes to keep it that way: seats designated by the preferred, by the common (usually the CEO), and one or more independents chosen jointly; an obligation on all parties to vote for those designees; and the drag-along (if the board and the required majorities approve a sale, every stockholder votes for it and sells on the same terms). It is backed by an irrevocable proxy.
What founders negotiate. Who picks the independent and how deadlocks are broken; whether the founder seat is tied to the founder personally or to the CEO role; the drag-along thresholds and its conditions (same price and terms for all, no representations beyond title and authority, liability capped at proceeds); and whether a minimum price protects common holders.
In a Turkish company. A board seat becomes a corporate right in Türkiye only if the articles grant a share group the right to be represented on the board (Art. 360); a seat promised only in the shareholders’ agreement is a promise. The drag-along is contractual, because the articles cannot impose the obligation to sell (Art. 480); practice reinforces it with penalty clauses, options and powers of attorney. Our note on director liability covers what the investor’s nominee takes on once seated.
Glossary: Voting agreement · Board of directors · Drag-along | Read: Anatomy of a Turkish shareholders’ agreement · Director liability in a Turkish company
Right of First Refusal & Co-Sale Agreement
Restrictions on what founders and other “Key Holders” may do with their common shares. Before selling to a third party they must offer the shares first to the company and then to the investors (right of first refusal); if the sale goes ahead, investors may sell alongside on the same terms (co-sale, the US name for tag-along). Permitted transfers (estate planning, affiliates) are carved out.
What founders negotiate. Who is a Key Holder; how wide the permitted-transfer exceptions are; whether small transfers are exempt; the notice periods, which decide how long a founder sale takes; and termination at an IPO or sale of the company.
In a Turkish company. Turkish law offers a statutory tool the US does not: the articles may make transfers of registered shares subject to the company’s approval, refusable only for an important reason stated in the articles or by buying the shares at real value (Arts. 492–493). That restriction needs 75% of the capital to introduce (Art. 421(3)). The contractual ROFR and tag-along then sit in the shareholders’ agreement on top of it, alongside founder vesting.
Glossary: Right of first refusal · Co-sale right · Tag-along · Founder shares · Reverse vesting | Read: Founder vesting in a Turkish joint-stock company · Secondary sales in Turkish startups
Management Rights Letter
A short letter from the company to a venture fund confirming that the fund may consult with and advise management, receive information and attend board meetings. Its purpose is regulatory rather than commercial: funds whose investors include US pension plans need “management rights” in each portfolio company to qualify as a venture capital operating company under ERISA plan-asset rules.
What founders negotiate. Almost nothing, and that is correct; the letter is standard and the fund cannot do without it. The one point to check is that the rights described are consultative and do not amount to control that the board has not agreed to.
In a Turkish company. There is no Turkish counterpart, because the regulatory need is American. A US fund investing directly into a Turkish company will still ask for the letter; the rights it describes are already covered by the statutory information right (Art. 437) and the shareholders’ agreement, so it costs the company nothing to give.
Glossary: Information rights · Observer rights · Side letter | Read: Investor rights: veto, information and the board
Indemnification Agreement
The company’s promise to indemnify a director, in practice the investor’s designee, for liabilities incurred in that role, and to advance defence costs. It supplements the indemnification in the bylaws and sits alongside D&O insurance, which the IRA usually obliges the company to carry.
What founders negotiate. Little, on the founder side. The investor director will insist on it; the company’s interest is in the carve-outs (bad faith, personal benefit, actions against the company) and in making sure the D&O policy actually responds first.
In a Turkish company. Turkish directors are liable to the company, shareholders and creditors for fault-based breaches of their duties (Art. 553); D&O insurance is recognised and common in funded companies (Art. 361). A company indemnity is contractual and is limited by the Code’s capital-protection rules, so investor nominees rely on the policy more than on the promise.
Glossary: Indemnification · Board of directors | Read: Director liability: founder, investor and nominee
Model Legal Opinion
A closing deliverable from company counsel to the investors: that the company is duly incorporated and in good standing, has the authority to enter the documents, that the shares are validly issued, fully paid and non-assessable, and that the transaction does not breach the charter or listed laws. It is heavily qualified and relies on officer certificates.
What founders negotiate. Whether it is needed at all (many seed and Series A rounds now waive it) and, if given, how narrow the scope and how many assumptions and exclusions it carries. It is a cost item as much as a legal one.
In a Turkish company. A formal legal opinion is not standard practice in Turkish rounds. The registry record, the certificate of registration and the signature declarations do the work of proving existence and authority, and the share ledger entry proves the issuance. Foreign investors sometimes ask Turkish counsel for a capacity-and-authority opinion; it is a bespoke document, not a form.
Glossary: Legal opinion · Certificate of incumbency · Closing
Where to go next
The documents above describe a Delaware round. These are the pages that describe the Turkish one, and the glossary that translates between them.
Frequently asked
Do we need all nine NVCA documents for a seed round?
Usually not. The NVCA set is the baseline for priced Series A and later rounds. Seed rounds are commonly done on SAFEs or shorter series-seed forms, and even priced seed rounds often drop the legal opinion and management rights letter. The core four (charter, stock purchase agreement, investor rights agreement and voting agreement) appear whenever preferred stock is created.
Can a Turkish joint-stock company use the NVCA documents directly?
No. They create Delaware preferred stock under Delaware law. A Turkish A.Ş. reaches the same commercial result through amended articles of association (for share privileges, board representation and transfer restrictions) and a shareholders’ agreement (for everything the articles cannot carry). The document-by-document notes above show where each clause lands.
Which NVCA document contains the liquidation preference?
The Amended and Restated Certificate of Incorporation. In Delaware the rights of a share class are created by the charter, so the preference, anti-dilution adjustment, conversion and protective provisions are all there; the term sheet only summarises them and the stock purchase agreement only references them.
Which document governs board seats and the drag-along?
The Voting Agreement. It fixes who designates each seat, obliges stockholders to vote for those designees, and contains the drag-along that binds everyone to an approved sale. In a Turkish company the seat goes into the articles and the drag-along into the shareholders’ agreement.
Are the NVCA model documents free to use?
Yes. NVCA publishes them openly at nvca.org and updates them periodically; the links on this page point to the current official versions. They are drafted for Delaware corporations and US securities law, and are normally adapted by counsel for each round.
Sources. NVCA Model Legal Documents and Delaware General Corporation Law (8 Del. C. ch. 1).