HomePolicyIndustry Guidance & Standardised DocumentsModel documents for early stage investments

Model documents for early stage investments

Last updated: February 2023

The BVCA has revised and re-launched its standardised documents for early stage venture capital investment after a review involving the BVCA’s Legal & Accounting Committee and a working group comprised of experts from the investor and legal community.

Our aim is simple: to promote industry-standard legal documentation in the UK so investors and entrepreneurs can focus on deal-specific matters. This will inevitably save both time and money and follows the precedent seen in the US. We encourage all parties to adopt these documents as the starting point for their investments.

In February 2023, the BVCA published a revised version of its Subscription Agreement, Shareholders’ Agreement and Articles of Association. A new model term sheet and ancillary documents will be provided in due course, and the accounting briefing on the treatment of preferred shares (as either debt or equity in the company’s accounts) from 2014 is still available for reference.

These documents have been drafted for use on a Series A funding round. They envisage a significant investment being made in whole or in part by fund investors. They are not suitable for seed investment and further information to assist entrepreneurs in this area can be found in the drop down tab below.

The BVCA would like to thank John Heard (Abingworth), Sally Roberts (Accel), David Mardle (Goodwin), Susanna Stanfield (Withers), Jamie Moore (Orrick), Angus Miln (Taylor Wessing), Ryan Naftulin, Aaron Archer (both Cooley) and all other members of the working group, including representatives from Amadeus Capital Partners, Arix Bioscience, Balderton Capital, Bird & Bird, Covington, Eight Roads, Erskine Chambers, Hambro Perks, Hedosophia, Index Ventures, InReach Ventures, Intel Capital, Latham & Watkins, Linklaters, Marriott Harrison, MMC Ventures, Octopus Ventures, Osborne Clarke, Practical Law, Shoosmiths, & Wilson Sonsini.

We would welcome feedback via the BVCA Policy Team and we will update the documents on a regular basis to address market developments.

Download the documents

BVCA Model Articles of Association


BVCA Model Subscription Agreement


BVCA Model Shareholders' Agreement


BVCA Registration Rights Agreement


BVCA Technical Briefing - Accounting Treatment of Preferred Shares


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Documents for seed investments

The BVCA model documents have been drafted for use on a Series A funding round. They envisage a significant investment being made in whole or in part by fund investors. In the view of the BVCA, the model documents are not appropriate for use in connection with a seed funding round. Such rounds are typically documented using shorter form documents which are either replaced or updated for a Series A round.

Many law firms, entrepreneur networks and other organisations offer template documents suitable for seed investing, which are available over the internet. The BVCA does not make a specific recommendation on which suite is most suitable, due to the wide variety available and the range of seed investing circumstances.

However, in choosing a suite for a seed funding round, the following factors should be borne in mind:

  • Is the suite appropriately detailed for the specific circumstances (e.g. a £20,000 loan from one individual would need less detail than a £1,000,000 equity seed round with multiple investors including institutional VC funds).
  • Where relevant in the light of the above, does the suite contain all the documents you will need such as:
    • Term Sheet (high level summary of the agreed arrangements, not usually legally binding save as to certain provisions like confidentially and sometimes exclusivity)
    • Confidentiality Agreement (to protect materials disclosed to investors to help them evaluate investment)
    • Investment/Shareholders agreement(s)
    • Articles of Association
  • And do all of the above work together fluently?
  • Is the suite written in plain English and as short-form as is compatible with the objectives of the documents?

Further information


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