SINGAPORE, 23 SEPTEMBER 2022 – A set of model documents, including contracts and company constitutions, is now available for free to help start-ups in their early rounds of fundraising. Launched by the Singapore Academy of Law (“SAL”) and the Singapore Venture & Private Capital Association (“SVCA”), the documents are part of the Venture Capital Investment Model Agreements (“VIMA”) initiative to support the Singapore Government’s endeavours to boost Singapore’s appeal as a regional hub for start-ups and venture capital (“VC”) investments.

The VIMA project, introduced in 2018, has been a useful resource for lawyers, start-up founders and investors as they prepare the necessary transaction documents for seed-funding rounds. These documents enable parties to enter negotiations with a common understanding as to the general structure of the relevant agreements. With this, they can focus their efforts on negotiating deal-specific legal and commercial terms.

The latest update, termed VIMA 2.0, is designed to provide model documents tailored to a start-up's early days. “This is often a challenging period as founders must divide valuable time and resources between drafting legal documents and growing the company’s business. Free legal model agreements for their early transactions can alleviate this pain point and allow founders to focus on improving their products and services,” said Mr Gregory Tan, chair of the VIMA Working Group, which is responsible for the documents. Mr Tan is an SAL member and also Deputy General Counsel, Legal & Regulatory, Temasek. The VIMA Working Group also comprises other lawyers with deep experience in serving the start-up and investor communities.

Guided by industry trends and user feedback, the VIMA Working Group also added eight new documents covering founders’ agreements and employee share option plans (“ESOP”). Another six documents from 2018, including shareholder agreements and term sheets, have also been updated.

One of the new documents included in the VIMA 2.0 pack is a model ESG letter agreement which addresses the recent trend of investors making commitments around Environmental, Social and Governance (“ESG”) matters. To date, there is no standard set of terms available for the documentation of such ESG-related obligations. “This groundbreaking model agreement provides a reference for the incorporation of ESG-related provisions in a share or convertible note financing in a Singapore company. It helps reduce transaction costs and the time taken in deal negotiations,” said Mr Tan.

There are short- and long-form versions of the model ESG letter agreement: a short-form letter agreement for early-stage companies and a long-form version for later-stage, growth or mature companies.

Since its launch in 2018, downloads of the VIMA 1.0 documents have exceeded 17,000 from SVCA’s website, while the VIMA webpages on SAL’s Singapore Law Watch have received over 31,000 pageviews. SAL offered nine training webinars from 2020–2021 on the VIMA 1.0 model agreements such as the term sheet and Convertible Agreement Regarding Equity, as well as on various topics on early-stage fundraising such as five key venture capital terms, what matters to a startup and an investor, how to protect intellectual property, valuation of a startup and tax considerations among others. SVCA also incorporated references to the VIMA documents in workshops such as masterclasses on Term Sheet Negotiation and webinars on ESOP and Simple Agreement for Future Equity (SAFE) Notes. These efforts come amid great strides made in the region’s VC scene; such investments in Southeast Asia reached a record US$20 billion in 2021[1].

More information on VIMA is available here.