Venture Capital Term Sheets: Understanding the Basics

Venture Capital Term Sheets: Understanding the Basics

If you are an entrepreneur looking to start a new business or grow an existing one, chances are that you will have to seek funding from venture capitalists (VCs). But, before you sign any deal with VCs, you need to understand the basics of venture capital term sheets.

What is a Venture Capital Term Sheet?

A venture capital term sheet is a document that outlines the terms and conditions of a proposed investment. It is typically prepared by the VC firm to be presented to the entrepreneur after preliminary negotiations. The term sheet sets the framework for the final deal and typically covers key components such as the amount of funding, the valuation of the company, board composition, liquidation preference, anti-dilution provisions, and more.

Key Components of a Venture Capital Term Sheet


The valuation of a company is perhaps the most important aspect of a VC term sheet. It is the starting point for negotiations between the VC firm and the entrepreneur. Valuation is determined by taking into account factors such as revenue, profit, growth potential, and market share.

Investment Amount

The amount of funding that a VC firm invests in a startup will also be included in the term sheet. This amount can depend on the valuation, as well as factors such as the stage of the business, the funding requirements, and the potential of the company.

Board Composition

The term sheet will also outline the composition of the board of directors. Typically, VCs will want representation on the board to protect their investment. The number of seats on the board and the voting rights of the board members will be outlined in the term sheet.

Liquidation Preference

Liquidation preference refers to the order in which parties are paid out in the event of a liquidation (e.g. sale or bankruptcy) of the company. Most VC term sheets will include a liquidation preference clause which will determine the order in which investors and shareholders receive their payouts.

Anti-dilution Provision

Another important provision in a VC term sheet is the anti-dilution clause. This clause protects the VC firm from dilution in the event that the company issues additional shares at a lower price than what the VC firm paid to invest.


When seeking funding from venture capitalists, it is important to understand the basics of venture capital term sheets. The term sheet outlines the terms and conditions of a proposed investment, including the valuation, investment amount, board composition, liquidation preference, and anti-dilution provision. Understanding these key components will help you negotiate a fair deal and avoid any surprises down the line.