Navigating Seed Round Legal Agreements

Navigating Seed Round Legal Agreements

If you’re a startup founder or entrepreneur, you may have heard of seed rounds, which are the initial funding rounds for new companies. Seed rounds often involve raising funds from angel investors, venture capital firms, or other private investors.

However, seed rounds require legal agreements, and for many first-time founders, the contract language can be confusing and overwhelming. In this article, we’ll cover everything that startup entrepreneurs need to know to understand, manage, and successfully navigate the legal agreements involved in seed rounds.

Introduction to Seed Round Agreements

A seed round agreement is a legal contract between the startup and its investors that outlines the terms of the investment. The agreement usually includes information about the equity that the investor will receive, the investment amount and timing, and any restrictions on the shares or terms of the investment. The agreement also covers the responsibilities of both the investors and the startup founder.

The Key Components of Seed Round Agreements

Term Sheet

The term sheet is a summary of the essential terms and structure of the investment. It outlines the key terms of the deal that are agreed upon by the investor and the company. The term sheet is not a legally binding document, but it’s an essential part of the negotiation process before moving onto a more formal agreement.

Shareholder Agreement

The shareholder agreement outlines the terms and conditions of the equity issuance and the relationship between shareholders. It is a legally binding agreement that usually includes details regarding stock options, transfer restrictions, and shareholder meetings.

Subscription Agreement

The subscription agreement is a contract that is signed by the investor, and it outlines the terms and condition of the investment offered to the investor. It is a legally binding agreement that covers the commitment and expectations of the investor and the company.

Investor Rights Agreement

The investor rights agreement outlines the various rights given to the investors based on the size of their investment. It includes details about the timing of the investment, affirmative and negative covenants, information rights, and pre-emption rights.

Right of First Refusal and Co-Sale Agreement

The right of first refusal and co-sale agreement often goes hand in hand. It is an agreement that provides rights to the shareholders about the company’s share transfers. The right of first refusal allows existing shareholders to have the first opportunity to buy any newly issued securities before they are offered to the remaining shareholders. The co-sale agreement requires shareholders to sell their pro-rata shares when other shareholders sell to ensure they maintain their percentage ownership of the company.

Important Considerations for Seed Round Agreements


Seed round agreements often have control provisions that dictate the governance structure of the business. It is essential to understand these provisions to ensure that the startup founder has the necessary control to manage the business.


Seed rounds usually offer equity to investors, which means that they are buying a stake in the business. As the company raises additional funding and issues more stock, there is a risk of dilution, which can reduce your ownership stake in the company. It is crucial to understand the dilution risk for seed round equity agreements.

Risk Factors

Seed round agreements often contain risk factors that investors should be aware of when making investment decisions. It is essential to keep in mind that these risk factors may escalate significantly in the early stages of a startup.


Seed round legal agreements can be daunting for first-time entrepreneurs, but understanding the key components of these contracts is essential to ensure you receive the terms necessary to build your business. By knowing the terms set out in different agreements, entrepreneurs can navigate term sheets effectively and protect their business’s interests. Seeking legal counsel from an experienced startup lawyer can also help you negotiate the best deal for your new business.