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VIMA 2.0 is now live! VIMA 2.0 is an updated and expanded version of the suite of model agreements for venture capital investments in Southeast Asia and beyond through a Singapore company. 

We’re proud to have been one of the 10 Singapore and international law firms on the VIMA 2.0 working group, together with venture capital houses, start-up’s and led by an investment firm, Temasek.

Access the full suite here. 

The VIMA 2.0 suite 

VIMA 2.0 includes a suite of documents for a Series A raising as well as the pre-Series A stage. 

Series A documents include the following: 

• Shareholders’ Agreement 
• Subscription Agreement 
• Convertible Note (NEW) 
• Model Constitution (NEW) 
• Term Sheet – short and long form 
• Explanatory guides such as an Employee Share Option Plan Primer (NEW) and  
• a Lexicon of terms used in venture deals 
• Ancillary documents such as a Non-disclosure Agreement,  
• Environmental, Social and Governance Letter Agreement (short and long form) (NEW) 

 

Pre-Series A documents are comprised of the following: 

• Founders’ Agreement (NEW) 
• Employee Deed of Assignment of Intellectual Property (NEW) 
• Employee Share Option Plan Schedule (NEW)  
• CARE – Convertible Agreement Regarding Equity 
• Mutual Non-disclosure Agreement (NEW) 

 

VIMA 2.0’s key enhancements and additions are:

• Series A set: This has been refined and improved to reflect market developments and changes since 2018. It is now a more comprehensive suite of documents, including, for example, a model convertible note purchase agreement and a model constitution. 
• Pre-Series A Set: This is a separate suite of pre-Series A documents created to facilitate and support a start-up’s journey towards its first fundraising. The pre-Series A set provides basic documents to address some of the key founder and company establishment issues. 

 

Here’s more detail on these documents: 

• Shareholders’ Agreement: This sets out the key terms and conditions regulating the affairs of the company and the rights and obligations of the investors and founders as shareholders of the company. 
• Subscription Agreement: This sets out the terms and conditions pursuant to which an investor (or group of investors) will subscribe for shares in a company.   
• Convertible Note: This sets out the terms and conditions pursuant to which an investor will purchase a convertible note issued by a private company limited by shares incorporated in Singapore and is typically issued by a company as a bridging facility before a subsequent financing round 
• Model Constitution: The model constitution has been prepared for reference only, to show how a Singapore private company’s constitution might look like after it has been amended in connection with a Series A funding round. 
• Term Sheet: A term sheet sets out key terms and conditions pursuant to which an investor (or group of investors) will subscribe for shares in a company. It is a non-binding agreement and the relevant parties must then enter into binding agreements to give effect to its terms. 
• Employee Share Option Plan Primer: An article that sets out a high level overview of certain types of employee incentive plans commonly used among start-ups in Singapore, and the key factors to consider in designing and implementing such plans. 
• Venture Capital Lexicon: This only provides limited general guidance on certain basic concepts and terms relevant to the recommended forms of the VIMA 2.0. 
• Environmental, Social, Governance Letter Agreement: This sets out some examples of how ESG-related provisions can be incorporated in an investment by way of a share financing or convertible note financing in a Singapore company. 
• Founders’ Agreement: This sets out the key terms and conditions regulating the affairs of the company and the rights and obligations of the founders as shareholders of the company inter se, prior to any financing from third party sources. 
• Intellectual Property Assignment Clauses: This schedule sets out key terms on intellectual property created by a founder to inject the same into a start-up business. 
• Employee Share Option Plan Schedule: This schedule sets out key terms on share or option grants for an employee, advisor, director, consultant or contractor for a start-up business that does not yet have an employee incentive plan in place. 
• CARE Agreement: This agreement is used in seed or Pre-Series A financing rounds and provides a flexible and simple way for fundraising to take place.  
• Mutual Non-Disclosure Agreement: This governs confidential information shared by a company with its third party, vendor or supplier and vice versa.  
• Non-Disclosure Agreement: This governs confidential information shared by a company with its investor.  

 

The entire VIMA suite is available for free at SAL’s and SVCA’s websites.