NVCA Model Legal Documents
The National Venture Capital Association publishes the de facto standard template suite for U.S. Series A through Series D venture financings. International investors raising into Delaware C-Corp targets expect NVCA-form documentation as the negotiation baseline.
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
DOCX / PDF
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.
DOCX / PDF
Stock Purchase Agreement (SPA)
Definitive equity purchase contract between company and investors. Contains representations and warranties, conditions to closing, post-closing covenants, indemnification framework.
DOCX / PDF
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.
DOCX / PDF
Investor Rights Agreement (IRA)
Grants investors information rights, registration rights (demand and piggyback), pro-rata participation in future rounds, and board observer arrangements.
DOCX / PDF
Voting Agreement
Governs board composition (founder seats, investor seats, independent seats), drag-along mechanics, and vote-on-sale commitments by all stockholders.
DOCX / PDF
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.
DOCX / PDF
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.
DOCX / PDF
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.
DOCX / PDF
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.