Structure & closing

Legal documents needed for a Seed / Series A fundraise

To close an investment round, businesses need to provide investors with a series of legal documents. Here's a list of the required fundraising documents - let us know if you need a hand with any!

While a terms sheet only contains indicative guidelines based on which the fund is willing to complete an investment, a series of legal documents is normally needed to close the fundraise.

Here are the main documents that you will need:

Stock Purchase Agreement (SPA)

The main document in the fundraise, outlining the terms related to the deal. This contains important details such as the purchase price, the number of shares being sold, representations and warranties, indeminification provisions and other key terms.

Disclosure schedule

A list of disclosures made against warranties and made in relation to the warranties, or containing specific information that is required by certain warranties.

Voting agreement

An agreement outlining how shareholders will vote. It might contain instances such as "drag along right", which can force minority shareholders to follow the majority shareholders on certain votes.

Investor Rights Agreement

Listing the privileges and rights of investors, such as information rights (access to a company's information) or rights of first refusal (allowing investors to accept or refuse new shares in the company before third parties are able to invest).

Certificate of Incorporation

Outlining the rights of the share class acquired by a new investor (typically preferred shares).


While an Ithaca expert might be able to support with the commercial elements, you should make sure you have a legal advisor to support the drafting of these documents (we have group of excellent fundraising lawyers in our network!).

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Arun K.
Jewellery business, Founder

Ithaca was able to provide hands-on support to put together a financing plan in very little time.

Through the platform, we were connected to a handful of freelancers based on their affinity for our business model and their backgrounds (it was great to see all had blue-chip financial institutions backgrounds).

Our specialist was pragmatic and results-oriented – she understood our business inside out and was able to deliver with minimal oversight.

The app was user-friendly, intuitive and real added value, as it helped us navigate all the steps of the project, from matching and outline, to delivery, to payment and completion.

Tomás L.
Hardware technology company, Founder

We wanted to update our internal operating model and perform a valuation analysis on our business.

Our specialist did a great job of pinning down the key drivers of our company and remodelling projections using a more realistic, simpler framework.

The valuation analysis was extremely detailed and touched on all the key valuation methodologies.

It is not our first time using freelancers or freelance platforms in the past, but the end-to-end focus on project delivery made Ithaca a fundamentally different, superior experience.