Fundraising Documents
Series A Closing Documents: What Every Paper in the NVCA Suite Does
The term sheet is two pages; the closing set is hundreds. Here is what each document actually does, who signs it, and where the real negotiation hides.
Quick Answer
A standard US Series A closes on a set of definitive documents based on the NVCA model legal documents: the Stock Purchase Agreement (the sale itself, with the company's representations and its disclosure schedule of exceptions), the Amended & Restated Certificate of Incorporation (filed with the state — it creates the preferred stock and carries the liquidation preference, anti-dilution, and protective provisions), the Investors' Rights Agreement (information rights, registration rights, and pro rata rights on future rounds), the Voting Agreement (board composition and drag-along), and the Right of First Refusal & Co-Sale Agreement (controls on founder share transfers). Supporting papers include board and stockholder consents, indemnification agreements, a management rights letter, and a legal opinion. The term sheet is negotiated economics; these documents are where those economics become enforceable — and where anything the term sheet left vague gets decided.
Written by Michael Kaufman · Reviewed against our editorial standards · Updated
Primary source: the NVCA model legal documents, the freely downloadable forms maintained by the National Venture Capital Association that serve as the US market standard for priced venture rounds. This page explains the documents; it is not legal advice.
Key Takeaways
- 1.Five core agreements do the work: SPA (the sale), restated charter (the preferred stock's rights), IRA (life after closing), voting agreement (the board), and ROFR/co-sale (founder share transfers).
- 2.The economics live in the charter, the control lives in the voting agreement — read those two hardest, because they govern the company long after the wire clears.
- 3.The disclosure schedule is the document only you can write: every exception to the SPA's representations. Start it at term sheet signature, not the week of closing.
- 4.Outstanding SAFEs convert into shadow preferred inside this closing — every SAFE and side letter must be on the table from day one.
- 5.The NVCA models are free and standard. Their value to a founder is knowing which clauses in a draft are boilerplate and which ones someone deliberately changed.
From Term Sheet to Closing: How the Paper Flows
The signed term sheet is mostly non-binding — typically only provisions like exclusivity and confidentiality bind anyone — but it is the blueprint: every number and right in it gets translated into the definitive documents. From there the process runs on two parallel tracks. Diligence: the investor’s counsel works through your data room — charter documents, board consents, the cap table, IP assignments, material contracts, prior financings including every SAFE and side letter. Drafting: one side’s counsel (customarily the investor’s at Series A) produces first drafts of the document suite, and the redlines go back and forth on the points the term sheet left open.
The closing itself is choreography: the board and existing stockholders approve the round, the amended and restated certificate of incorporation is filed with the state (Delaware, for most venture-backed companies) so the preferred stock legally exists, signature pages are released, and the wires move. If you have not yet been through the term sheet stage, start with our term sheet guide and term sheet red flags; this page picks up where those end.
Nearly all of this paper is based on the NVCA model legal documents. For the background on what the NVCA forms are and every document in the broader library, see our NVCA forms and model documents guide. Here we focus on what each one does at your closing.
The Closing Set at a Glance
| Document | Who signs | What it does |
|---|---|---|
| Stock Purchase Agreement (SPA) | Company + investors | The sale itself: shares, price, closing mechanics, company representations & warranties, disclosure schedule. |
| Amended & Restated Certificate of Incorporation | Filed with the state (board + stockholder approval) | Creates the preferred stock: liquidation preference, conversion, anti-dilution, dividends, protective provisions. |
| Investors' Rights Agreement (IRA) | Company + investors + key holders | Life after closing: information rights, registration rights, and the right of first offer on future issuances (pro rata). |
| Voting Agreement | Company + investors + founders/common holders | Board composition — who elects which directors — plus the drag-along covering a future sale. |
| Right of First Refusal & Co-Sale Agreement | Company + investors + founders | Controls founder share transfers: company/investor first refusal, and investors' right to sell alongside (tag-along). |
| Disclosure Schedule | Attached to the SPA | The company's exceptions to its own representations — every contract, claim, and skeleton, listed. |
| Supporting papers | Various | Board/stockholder consents, management rights letter (for funds with ERISA investors), indemnification agreements for new directors, legal opinion. |
The Stock Purchase Agreement: The Sale and Its Promises
The SPA is the transaction document: it states who is buying how many shares of the new preferred stock at what price, and when and how the closing happens (including multiple closings, if the round has a second tranche of later investors). Its center of gravity, though, is the representations and warranties — several dozen statements the company makes about itself: capitalization is as stated, the company owns or properly licenses its IP, there is no undisclosed litigation, material contracts are listed, taxes are filed. Founders sometimes skim these as boilerplate; they are not. They are the factual baseline the investor is paying against, and the disclosure schedule — the exhibit listing every exception — is the one closing document that cannot be copied from any model. It is built from your actual contracts, actual grants, and actual claims, which is why it should be started the day the term sheet is signed.
The SPA is also where your convertible history gets reconciled. Outstanding SAFEs convert at this closing under their own terms — each at its cap or discount price, into a sub-series of the preferred (“shadow preferred”) that mirrors the round’s rights at a different price. The worked math of those conversions is in our SAFE conversion math guide, and the cap-table consequences in the cap table guide.
The Restated Charter: Where the Economics Actually Live
The amended and restated certificate of incorporation is not an agreement between the parties — it is the company’s constitution, filed with the state, and it is what makes the preferred stock preferred. Everything economic that your term sheet negotiated lands here: the liquidation preference (what preferred holders receive before common in a sale or wind-down — see our liquidation preference guide), conversion rights (preferred converts to common voluntarily or automatically at an IPO or by majority election), anti-dilution protection (almost always broad-based weighted average in standard deals — the full math is in our anti-dilution guide), dividend preferences, and the protective provisions — the list of corporate actions (new senior stock, sale of the company, charter amendments, changing the board size) that require the preferred holders’ separate consent.
Because the charter is a filed public document, it is also the one place a diligent observer can always reconstruct your deal terms from. Read every protective provision knowing you will live under it: each one is a veto held by your investors as a class.
The Three Stockholder Agreements: Rights, Board, and Transfers
The Investors’ Rights Agreement governs the ongoing relationship. Its three pillars: information rights (financial statements and budgets delivered to “Major Investors,” a defined check-size threshold — which is why SAFE-stage side letters promising Major Investor status matter here); registration rights (demand, piggyback, and S-3 rights governing how investors can eventually sell shares into public markets — heavily lawyered, rarely decisive, almost never worth founder negotiating capital); and the right of first offer on new issuances — the contractual pro rata right letting investors maintain their percentage in future rounds.
The Voting Agreement is short and mighty: it contractually commits stockholders to elect the agreed board — typically some directors designated by the preferred, some by the common, and any independent seats per the term sheet — and it carries the drag-along, obligating minority holders to support a sale approved by the specified majorities. Board composition is the control term of the entire round; if you negotiate one document hard, this is it.
The Right of First Refusal & Co-Sale Agreement points the other direction — at the founders. If a founder wants to sell shares, the company (then the investors) get first refusal, and if the sale proceeds, investors may co-sell a proportionate slice alongside. Together with vesting, these are the provisions that keep founder equity committed to the company. Supporting papers round out the set: board and stockholder consents authorizing everything, indemnification agreements for incoming directors, a management rights letter (which VC funds need for ERISA/VCOC compliance when they manage pension capital), and customarily a closing legal opinion from company counsel.
What Founders Control: Preparation
Founders do not control how hard the investor’s counsel negotiates registration rights. They completely control the two things that most often delay closings:
- A reconciled cap table. Every share, option, SAFE, side letter, and promised-but-unpapered grant, in one source of truth that matches the signed documents. Discrepancies discovered in diligence reprice trust, not just timelines.
- A complete data room. Charter and consents, IP assignments from every founder and contractor, material contracts, employment paperwork, prior financing documents. Our startup data room guide covers the standard index, and the due diligence checklist is the list investor counsel will effectively work from.
The best founder posture toward the NVCA suite is neither fear nor delegation-and-forget. Download the models from nvca.org, skim what standard looks like, and then spend your reading time on the redlines — the places your deal deviates from the form are, by definition, the places someone wanted something.
Frequently Asked Questions
Are the NVCA model documents actually free?
Yes. The National Venture Capital Association publishes its full model legal document set — term sheet, stock purchase agreement, certificate of incorporation, investors' rights agreement, voting agreement, right of first refusal and co-sale agreement, and supporting documents — as free downloads at nvca.org. They are maintained by a working group of venture lawyers and are the de facto US standard for priced venture rounds. Founders should still not self-draft a Series A from them: their value to you is as a reference, so you can tell which parts of your lawyer's draft are standard and which parts someone changed.
Which Series A document is the most important to read carefully?
If you read only two closely, read the certificate of incorporation and the voting agreement. The charter is where the economic terms live — liquidation preference, anti-dilution, and the protective provisions that give preferred holders veto rights over major company actions. The voting agreement is where control lives — board composition and the drag-along. The SPA's representations matter, but they mostly describe the company as it is today; the charter and voting agreement govern how the company works for years afterward.
How long does it take to get from a signed term sheet to money in the bank?
There is no fixed schedule — it depends on how fast diligence goes, how clean the company's records are, and how much either side negotiates the definitive documents. Deals on standard NVCA-style paper with a clean data room close in a matter of weeks; messy cap tables, unresolved IP assignments, or heavy redlining stretch the timeline out. The single biggest thing founders control is preparation: a complete data room and a reconciled cap table (including every SAFE and side letter) before the term sheet is signed removes most of the delay.
Do my SAFEs get their own documents at the Series A closing?
No new negotiation, but yes, paperwork. Outstanding SAFEs convert automatically under their own terms into a sub-series of the preferred stock (often called shadow preferred), priced per each SAFE's cap or discount rather than at the round price. The conversion shows up across the closing set: the charter authorizes the sub-series, the cap table in the disclosure schedule reflects the conversions, and SAFE holders typically sign joinders to the IRA, voting agreement, and ROFR/co-sale agreement as new stockholders. Any side letters — pro rata rights especially — get honored or renegotiated here, which is why they must be disclosed up front.
What is the disclosure schedule and why does it take so long?
The SPA has the company make dozens of representations — that it owns its IP, that there is no litigation, that the cap table is accurate, that all material contracts are listed. The disclosure schedule is the exhibit where the company lists every exception to those statements. It takes long because it is the one document that cannot be copied from a model: every contract, every equity grant, every claim has to be gathered and disclosed. Getting it wrong is not a formality — inaccurate representations are what indemnification claims are made of. Start assembling it the day you sign the term sheet, not the week before closing.