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Founders’ agreement governs the founders’ relations vis-a-vis each other and the company. It is one of the first agreements to be signed by the founders and it regulates, among other things, the role and responsibilities of each founder, their obligation not to compete with the company, and not to disclose its business secrets. It also regulates what happens to the founder’s shares if a founder leaves the company during an agreed period (so called reverse vesting provisions).

This founders’ agreement should not be confused with the foundation agreement (asutamisleping) which is a statutory document to incorporate a company and register it with the Commercial Register.

This template is designed for very early stages of the company and does not include more complex provisions that are seen in later stages where investors join the company.

The Articles of Association regulate, among others, the matters that require prior approval by the founders, the required majority to adopt founders’ decisions and the conditions under which the founders may transfer their shares to other persons.

The Articles of Association must be approved by the shareholders of the Company and filed with the Estonian Commercial Registerafter which it becomes public and automatically binding on each current and future shareholder of the company.

Please note that an identical Estonian language version of these Articles is also available on this site. The Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register.

Any changes that are made to the English language version should be made in parallel to the Estonian version and vice versa.

The Articles of Association supplement the Founder’s Agreement and should be used only together with the Founders’ Agreement.

The Articles of Association regulate, among others, the matters that require prior approval by the founders, the required majority to adopt founders’ decisions and the conditions under which the founders may transfer their shares to other persons.

The Articles of Association must be approved by the shareholders of the Company and filed with the Estonian Commercial Register after which it becomes public and automatically binding on each current and future shareholder of the company.

Please note that an identical English language version of these Articles is also available on this site. However, this Estonian language version is the official version that must be filed with the Estonian Commercial Register.

Any changes made to the Estonian language version should be made in parallel to the English version and vice versa.

The IP Assignment and License Agreement is an agreement by which a person – a private individual or a legal entity – transfers certain intellectual property rights (IPR) to the company.

The aim of a non-disclosure agreement, or NDA, is to protect the company’s sensitive information from being disclosed to a third party.

This template is intended for use at the very early stages of business when deciding whether to collaborate with some other person or entity. It is not intended to cover collaboration going forward. It is a one-way agreement, which is appropriate if only the company is sharing sensitive information, but the other side is not sharing any sensitive information.

If both parties are sharing sensitive information with each other, please use Mutual Non-Disclosure Agreement instead.

The aim of a non-disclosure agreement, or NDA, is to protect the company’s sensitive information from being disclosed to a third party.

This template is intended for use at very early stages of business when deciding whether to collaborate with some other person or entity. It is not intended to cover collaboration going forward. It is a mutual agreement, which is appropriate if both parties are sharing sensitive information with each other.

If only the company is sharing sensitive information, but the other side is not sharing any sensitive information, please use Unilateral Non-Disclosure Agreement instead.

This template of an employment agreement is intended for use by employees in Estonia.

Some of the main characteristics distinguishing the employment agreement from other types of agreements for services are the following: employment agreements are generally signed for an unspecified term, an employer must pay minimum wages and is responsible for the working environment; the employee is subordinate to the management and control of the company; an employee has the right to holiday and holiday pay and certain other social guarantees.

If the company grants options to an employee, then the template of an Option Agreement should be used in addition to this agreement.

This agreement regulates the company’s relationship with its advisor who is a private individual.

This agreement should not be used in case the advisor is a legal entity.

This agreement regulates the company’s relationship with its management board member in his capacity as such.

It governs the following key matters, among others: board members’ specific role and duties, reporting obligations, non-compete, non-solicitation and confidentiality obligations, remuneration and other benefits (if any), holidays and terms for early termination of the agreement.

Please note that management board members are not automatically entitled to statutory legal protection and social guarantees applicable to employees.

 

This template of an option agreement is intended for use to grant options to company’s employees, management board members, advisors and other service providers.

Please note that any modification of the terms of this template may have significant tax consequences so it is essential to consult legal and tax advisers before making any amendments.

Please also note that this agreement is not suitable in its current form for granting options to legal entities.

This agreement is to be used to secure necessary shareholders’ approval for a convertible or SAFE financing round. It should be signed before the company signs any convertible loan agreement or SAFE with any investor and the form of the convertible loan agreement or SAFE negotiated and agreed with the investor(s) should be appended to the agreement.

This is a modified version of one of the forms of Postmoney SAFE distributed by Y-Combinator and available at http://ycombinator.com/documents. The original SAFE is governed by US laws. This modified version of the SAFE is tailored for use by Estonian companies in Estonia and, accordingly, a number of changes have been, taking into consideration the laws and legal concepts in Estonia.

Please note that this modified version of the SAFE has not been disseminated or approved in any way by Y Combinator Management LLC or any of its affiliates.

There is a separate PDF version available on this site titled “Postmoney Safe – Valuation Cap and Discount v 1.1 (Estonia) (comparison with YC Postmoney SAFE)” which shows all changes made to the original version together with explanations for each material change.

PLEASE CONSULT WITH AN ATTORNEY OR LAWYER IN ESTONIA BEFORE USING THIS DOCUMENT.

PLEASE DO NOT USE THIS DOCUMENT FOR ANY FINANCING OR TRANSACTION.

This document should only be used together with the document “Postmoney SAFE – Valuation Cap and Discount v.1.1 (Estonia) to understand the differences between that document and the original version of the SAFE available at http://ycombinator.com/documents.

This is a sample capitalisation table that can be used to plan and model simple seed equity and convertible financing rounds.

This is a sample capitalisation table that an early-stage startup can use to plan and model simple equity rounds.

This checklist template serves as an example list of information that early stage investors normally ask in the due diligence process before they close the deal. It may be used as a guide for organising company’s corporate and legal records.

This document includes two alternative forms of consent to be used in equity investment transactions or if a Founders’ Agreement is concluded.

The first form is to be used where any of parties are married and/or his or her shares in the company are part of the joint ownership of the spouses. The second form is to be used if a founder holds his or her shares in the company through a holding company (or wishes to transfer his or her shares to such holding company) and his or her shares in the holding company are or will be part of joint ownership of the spouses.

Please select the appropriate form and delete the other.

This term sheet is to be used to summarize the main terms of a seed stage financing round that is proposed to be executed in the form of a convertible loan. It uses the concept of “Series” to allow investors to join the round at different points of time while applying the same terms for all investors in the round.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of a convertible loan.

This agreement should be used if each investor signs an individual agreement with the company.

If multiple investors participating in the convertible financing round sign one and the same agreement, Seed Convertible Loan Agreement for Multiple Investors should be used instead.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of a convertible loan.

This agreement should be used if multiple investors participating in the convertible financing round sign one and the same agreement.

If each investor signs an individual agreement with the company Seed Convertible Loan Agreement for Single Investor should be used instead.

This term sheet is to be used to summarize the main terms of a seed stage financing round that is proposed to be executed in the form of straight equity.

This agreement is to be used for an early stage financing round that is proposed to be executed in the form of straight equity. It should be used only together with the Seed Shareholders’ Agreement and Articles of Association for Seed Shareholders’ Agreement (in Estonian and English) as some of the essential terms of the deal are reflected only in these documents.

If the company has a supervisory board, then Seed Shareholders’ Agreement with Supervisory Board and Articles of Association for Seed Shareholders’ Agreement with Supervisory Board (in English and Estonian) should be used.

If the company does not have a supervisory board, then Seed Shareholders’ Agreement without Supervisory Board and Articles of Association for Seed Shareholders’ Agreement without Supervisory Board (in English and Estonian) should be used.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of straight equity.

This agreement should be used if the company has a supervisory board. If the company does not have a supervisory board, Seed Shareholders’ Agreement without Supervisory Board should be used instead.

It should be used only together with Seed Equity Investment Agreement and Articles of Association for Seed Shareholders’ Agreement with Supervisory Board (in Estonian and English) as some of the essential terms of the deal are reflected only in these documents.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of straight equity.

This agreement should be used if the company does not have a supervisory board. If the company has a supervisory board, Seed Shareholders’ Agreement with Supervisory Board should be used instead.

It should be used only together with Seed Equity Investment Agreement and Articles of Association for Seed Shareholders’ Agreement without Supervisory Board (in Estonian and English) as some of the essential terms of the deal are reflected only in these documents.

This document supplements Seed Shareholders’ Agreement with Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company has a supervisory board. If the company does not have a supervisory board, Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in English should be used instead.

Please note that an identical Estonian language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in Estonian).

The Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register. Any changes that are made to the English language version should be made in parallel to the Estonian version and vice versa.

This document supplements Seed Shareholders’ Agreement without Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company does not have a supervisory board. If the company has a supervisory board, Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in English should be used instead.

Please note that an identical Estonian language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in Estonian).

This document supplements Seed Shareholders’ Agreement with Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company has a supervisory board. If the company does not have a supervisory board, Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in Estonian should be used instead.

Please note that an identical English language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in English).

This Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register.

This document supplements Seed Shareholders’ Agreement without Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company does not have a supervisory board. If the company has a supervisory board, Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in Estonian should be used instead.

Please note that an identical English language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in English).

This Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register.

Any changes that are made to the Estonian language version should be made in parallel to the English version and vice versa.

 

 

Founders’ agreement governs the founders’ relations vis-a-vis each other and the company. It is one of the first agreements to be signed by the founders and it regulates, among other things, the role and responsibilities of each founder, their obligation not to compete with the company, and not to disclose its business secrets. It also regulates what happens to the founder’s shares if a founder leaves the company during an agreed period (so called reverse vesting provisions).

This founders’ agreement should not be confused with the foundation agreement (asutamisleping) which is a statutory document to incorporate a company and register it with the Commercial Register.

This template is designed for very early stages of the company and does not include more complex provisions that are seen in later stages where investors join the company.

The Articles of Association regulate, among others, the matters that require prior approval by the founders, the required majority to adopt founders’ decisions and the conditions under which the founders may transfer their shares to other persons.

The Articles of Association must be approved by the shareholders of the Company and filed with the Estonian Commercial Registerafter which it becomes public and automatically binding on each current and future shareholder of the company.

Please note that an identical Estonian language version of these Articles is also available on this site. The Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register.

Any changes that are made to the English language version should be made in parallel to the Estonian version and vice versa.

The Articles of Association supplement the Founder’s Agreement and should be used only together with the Founders’ Agreement.

The Articles of Association regulate, among others, the matters that require prior approval by the founders, the required majority to adopt founders’ decisions and the conditions under which the founders may transfer their shares to other persons.

The Articles of Association must be approved by the shareholders of the Company and filed with the Estonian Commercial Register after which it becomes public and automatically binding on each current and future shareholder of the company.

Please note that an identical English language version of these Articles is also available on this site. However, this Estonian language version is the official version that must be filed with the Estonian Commercial Register.

Any changes made to the Estonian language version should be made in parallel to the English version and vice versa.

The IP Assignment and License Agreement is an agreement by which a person – a private individual or a legal entity – transfers certain intellectual property rights (IPR) to the company.

The aim of a non-disclosure agreement, or NDA, is to protect the company’s sensitive information from being disclosed to a third party.

This template is intended for use at the very early stages of business when deciding whether to collaborate with some other person or entity. It is not intended to cover collaboration going forward. It is a one-way agreement, which is appropriate if only the company is sharing sensitive information, but the other side is not sharing any sensitive information.

If both parties are sharing sensitive information with each other, please use Mutual Non-Disclosure Agreement instead.

The aim of a non-disclosure agreement, or NDA, is to protect the company’s sensitive information from being disclosed to a third party.

This template is intended for use at very early stages of business when deciding whether to collaborate with some other person or entity. It is not intended to cover collaboration going forward. It is a mutual agreement, which is appropriate if both parties are sharing sensitive information with each other.

If only the company is sharing sensitive information, but the other side is not sharing any sensitive information, please use Unilateral Non-Disclosure Agreement instead.

This template of an employment agreement is intended for use by employees in Estonia.

Some of the main characteristics distinguishing the employment agreement from other types of agreements for services are the following: employment agreements are generally signed for an unspecified term, an employer must pay minimum wages and is responsible for the working environment; the employee is subordinate to the management and control of the company; an employee has the right to holiday and holiday pay and certain other social guarantees.

If the company grants options to an employee, then the template of an Option Agreement should be used in addition to this agreement.

This agreement regulates the company’s relationship with its advisor who is a private individual.

This agreement should not be used in case the advisor is a legal entity.

This agreement regulates the company’s relationship with its management board member in his capacity as such.

It governs the following key matters, among others: board members’ specific role and duties, reporting obligations, non-compete, non-solicitation and confidentiality obligations, remuneration and other benefits (if any), holidays and terms for early termination of the agreement.

Please note that management board members are not automatically entitled to statutory legal protection and social guarantees applicable to employees.

 

This template of an option agreement is intended for use to grant options to company’s employees, management board members, advisors and other service providers.

Please note that any modification of the terms of this template may have significant tax consequences so it is essential to consult legal and tax advisers before making any amendments.

Please also note that this agreement is not suitable in its current form for granting options to legal entities.

This agreement is to be used to secure necessary shareholders’ approval for a convertible or SAFE financing round. It should be signed before the company signs any convertible loan agreement or SAFE with any investor and the form of the convertible loan agreement or SAFE negotiated and agreed with the investor(s) should be appended to the agreement.

This is a modified version of one of the forms of Postmoney SAFE distributed by Y-Combinator and available at http://ycombinator.com/documents. The original SAFE is governed by US laws. This modified version of the SAFE is tailored for use by Estonian companies in Estonia and, accordingly, a number of changes have been, taking into consideration the laws and legal concepts in Estonia.

Please note that this modified version of the SAFE has not been disseminated or approved in any way by Y Combinator Management LLC or any of its affiliates.

There is a separate PDF version available on this site titled “Postmoney Safe – Valuation Cap and Discount v 1.1 (Estonia) (comparison with YC Postmoney SAFE)” which shows all changes made to the original version together with explanations for each material change.

PLEASE CONSULT WITH AN ATTORNEY OR LAWYER IN ESTONIA BEFORE USING THIS DOCUMENT.

PLEASE DO NOT USE THIS DOCUMENT FOR ANY FINANCING OR TRANSACTION.

This document should only be used together with the document “Postmoney SAFE – Valuation Cap and Discount v.1.1 (Estonia) to understand the differences between that document and the original version of the SAFE available at http://ycombinator.com/documents.

This is a sample capitalisation table that can be used to plan and model simple seed equity and convertible financing rounds.

This is a sample capitalisation table that an early-stage startup can use to plan and model simple equity rounds.

This checklist template serves as an example list of information that early stage investors normally ask in the due diligence process before they close the deal. It may be used as a guide for organising company’s corporate and legal records.

This document includes two alternative forms of consent to be used in equity investment transactions or if a Founders’ Agreement is concluded.

The first form is to be used where any of parties are married and/or his or her shares in the company are part of the joint ownership of the spouses. The second form is to be used if a founder holds his or her shares in the company through a holding company (or wishes to transfer his or her shares to such holding company) and his or her shares in the holding company are or will be part of joint ownership of the spouses.

Please select the appropriate form and delete the other.

This term sheet is to be used to summarize the main terms of a seed stage financing round that is proposed to be executed in the form of a convertible loan. It uses the concept of “Series” to allow investors to join the round at different points of time while applying the same terms for all investors in the round.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of a convertible loan.

This agreement should be used if each investor signs an individual agreement with the company.

If multiple investors participating in the convertible financing round sign one and the same agreement, Seed Convertible Loan Agreement for Multiple Investors should be used instead.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of a convertible loan.

This agreement should be used if multiple investors participating in the convertible financing round sign one and the same agreement.

If each investor signs an individual agreement with the company Seed Convertible Loan Agreement for Single Investor should be used instead.

This term sheet is to be used to summarize the main terms of a seed stage financing round that is proposed to be executed in the form of straight equity.

This agreement is to be used for an early stage financing round that is proposed to be executed in the form of straight equity. It should be used only together with the Seed Shareholders’ Agreement and Articles of Association for Seed Shareholders’ Agreement (in Estonian and English) as some of the essential terms of the deal are reflected only in these documents.

If the company has a supervisory board, then Seed Shareholders’ Agreement with Supervisory Board and Articles of Association for Seed Shareholders’ Agreement with Supervisory Board (in English and Estonian) should be used.

If the company does not have a supervisory board, then Seed Shareholders’ Agreement without Supervisory Board and Articles of Association for Seed Shareholders’ Agreement without Supervisory Board (in English and Estonian) should be used.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of straight equity.

This agreement should be used if the company has a supervisory board. If the company does not have a supervisory board, Seed Shareholders’ Agreement without Supervisory Board should be used instead.

It should be used only together with Seed Equity Investment Agreement and Articles of Association for Seed Shareholders’ Agreement with Supervisory Board (in Estonian and English) as some of the essential terms of the deal are reflected only in these documents.

This agreement is to be used for a seed stage financing round that is proposed to be executed in the form of straight equity.

This agreement should be used if the company does not have a supervisory board. If the company has a supervisory board, Seed Shareholders’ Agreement with Supervisory Board should be used instead.

It should be used only together with Seed Equity Investment Agreement and Articles of Association for Seed Shareholders’ Agreement without Supervisory Board (in Estonian and English) as some of the essential terms of the deal are reflected only in these documents.

This document supplements Seed Shareholders’ Agreement with Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company has a supervisory board. If the company does not have a supervisory board, Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in English should be used instead.

Please note that an identical Estonian language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in Estonian).

The Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register. Any changes that are made to the English language version should be made in parallel to the Estonian version and vice versa.

This document supplements Seed Shareholders’ Agreement without Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company does not have a supervisory board. If the company has a supervisory board, Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in English should be used instead.

Please note that an identical Estonian language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in Estonian).

This document supplements Seed Shareholders’ Agreement with Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company has a supervisory board. If the company does not have a supervisory board, Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in Estonian should be used instead.

Please note that an identical English language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in English).

This Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register.

This document supplements Seed Shareholders’ Agreement without Supervisory Board and should be used only together with that agreement and the Seed Equity Investment Agreement.

This template should be used if the company does not have a supervisory board. If the company has a supervisory board, Articles of Association for Seed Shareholders’ Agreement with Supervisory Board in Estonian should be used instead.

Please note that an identical English language version of these Articles is also available on this site (Articles of Association for Seed Shareholders’ Agreement without Supervisory Board in English).

This Estonian language version of the Articles is the official version that must be filed with the Estonian Commercial Register.

Any changes that are made to the Estonian language version should be made in parallel to the English version and vice versa.