This is the map for the rest of the fundraising set. It answers three questions: which instrument suits your stage, which documents each one requires, and in what order they get signed. Where VIMA publishes a free Singapore-law model, this guide says so — there is rarely a reason to draft from scratch.
Raising Money in Singapore
Which instrument, which documents, in what order
This is the map for the rest of the fundraising set. It answers three questions: which instrument suits your stage, which documents each one requires, and in what order they get signed. Where VIMA publishes a free Singapore-law model, this guide says so — there is rarely a reason to draft from scratch.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], UEN [UEN] |
| Stage | [Pre-seed / Seed / Series A / Later] |
| Amount sought | S$ [AMOUNT] |
| Instrument chosen | [CARE / Convertible note / Priced round] |
| Reason recorded | [WHY] |
| Lead investor | [NAME / Not yet identified] |
| Target close | [DATE] |
| Adviser | [FIRM] |
1. Start With VIMA
1.1The Venture Capital Investment Model Agreements are published free by the Singapore Academy of Law and the Singapore Venture Capital and Private Equity Association. They cover the term sheet, subscription agreement, shareholders’ agreement, convertible agreement regarding equity, convertible note, model constitution, non-disclosure agreement and an ESG side letter — all under Singapore law, with drafting notes.
1.2Investors and their counsel recognise them, which shortens negotiation materially. Starting from a bespoke draft usually costs time rather than saving it.
1.3The documents in this library explain what the terms mean and where the negotiation actually sits. Use them together: VIMA for the wording, these for the judgement.
2. Choosing the Instrument
| Question | If yes | Instrument |
|---|---|---|
| Can you and the investor agree a valuation now? | Yes | Priced round — subscription agreement, shareholders’ agreement, amended constitution |
| No | Convertible — defer the valuation to the next round | |
| Do you want to avoid creating debt on the balance sheet? | Yes | CARE — no interest, no maturity, no repayment obligation |
| Does the investor want downside protection and a repayment right? | Yes | Convertible note — but understand the maturity risk |
| Is the round small, fast and from angels? | Yes | CARE — lowest cost and fastest to close |
| Is there a lead investor taking a board seat? | Yes | Priced round — governance needs the full document set |
| Is this a bridge to a round already in progress? | Yes | CARE or note, with a cap referenced to the expected round |
| Is the company pre-revenue with no comparable pricing? | Yes | Convertible — pricing it now guesses |
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
The Venture Capital Investment Model Agreements give you recognised Singapore-law drafting free. What they cannot give you is a view on where the negotiation actually sits, which terms matter most at your stage, and what to concede. Use both.
Every item in the readiness annexure is something diligence will ask for. Fixing an unassigned IP position or missing key employment terms during exclusivity, with an investor watching, is far more expensive and far more damaging to confidence than fixing it three months earlier.
A valuation agreed without evidence becomes a ceiling if it was too high and permanent dilution if it was too low. Where there is no basis to price, a convertible defers the question to a point when there is. Pricing early feels more definitive and frequently costs more.
A convertible note becomes repayable at maturity if no qualifying round has closed — typically when the company has least cash. It gets renegotiated in practice, but from a weak position. A CARE has no maturity and no repayment obligation, which is the main reason to prefer it.
An option pool created inside the pre-money dilutes founders only; the investor’s percentage is unaffected whatever its size. Negotiating a smaller pool, or a post-money allocation, is frequently worth more than an equivalent argument about the headline valuation.
Several instruments issued over eighteen months at different caps convert together in the priced round. The combined dilution is regularly far larger than founders expect from any individual instrument. Model it before agreeing the round terms.
Preference rights must exist in the constitution before preference shares are allotted. Issuing a class the constitution does not recognise is a defect that surfaces at the next round and is awkward to unwind. It needs a special resolution, so build the notice period into the timetable.
For a private company the Registrar’s register of members is prima facie evidence of title. An allotment resolved and paid for but never filed leaves the investor off the operative register. It is the deadline most often missed in a fast close.
An investor crossing the significant-interest threshold becomes a registrable controller, with an entry and a central filing obligation. It is a completion step, not a follow-up item.
A subscription attracts no stamp duty; a transfer of existing shares does, payable within the prescribed period, and an unstamped instrument is inadmissible in evidence. Founders arranging a small secondary alongside a round routinely forget this.
No exchange control, no prescribed pricing methodology, no par value, no stamp duty on subscription. Term sheets and long-form documents ported from jurisdictions with those regimes carry clauses that do nothing except confuse counsel and slow the deal.
The exclusivity, confidentiality and cost provisions in a term sheet bind even though the rest does not. A long exclusivity period during which you cannot speak to anyone else is a real concession. Keep it to what diligence genuinely requires and make it fall away if the investor changes terms.
Paying the investor’s legal costs is normal; an uncapped undertaking payable regardless of outcome means a collapsed round still costs real money. Cap it, and make it payable on completion only.
Reporting obligations, reserved matters, board meeting frequency and covenant tests all begin at completion. Companies that close a round and then breach the information undertakings within two quarters start the investor relationship badly for no reason.
Reflects Singapore law and practice current as of {{DATE OF USE}}. VIMA is periodically updated, market terms move, and requirements under the Companies Act 1967 on allotments, registers, controllers and stamp duty change — take legal and tax advice on any financing, and use this guide to scope the work rather than replace it.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.