Free VC documents exist — here's what closing the round triggers

Most founders approaching a first round assume the legal paperwork starts with a lawyer and a blank page. It does not have to. Since October 2018 the Singapore Academy of Law and the Singapore Venture and Private Capital Association have published the Venture Capital Investment Model Agreements — VIMA — a set of model documents for early-stage financing, free to download without registration, each with explanatory and drafting notes.

The current iteration, VIMA 2.0, splits into two tiers.

What is published

Stage	Documents
Pre-Series A	Founders' Agreement · Mutual Non-disclosure Agreement · CARE (Convertible Agreement Regarding Equity) · Employee Deed of Assignment of Intellectual Property · ESOP Schedule
Series A	Term Sheet (short and long form) · Subscription Agreement · Shareholders' Agreement · Convertible Note · Model Constitution · ESOP Primer · ESG Letter Agreement (short and long form) · Non-disclosure Agreement · Lexicon

The Lexicon is worth reading before any negotiation even if you use none of the templates — it defines the terminology investors will use. CARE is Singapore's model convertible instrument for seed rounds: money in now, equity later on agreed triggers, valuation deferred. The Shareholders' Agreement and CARE were both refreshed in March 2025.

The stated purpose is to narrow the range of open issues so negotiation focuses on genuinely deal-specific points rather than re-drafting boilerplate. Two honest caveats: the drafters state plainly that these are not legal advice, and a model document is a starting position — the economics, control terms and anything unusual about your company still need proper review.

What the templates do not cover

Here is the gap worth planning for. VIMA governs the deal. It does not govern what your company must do with ACRA and IRAS once the deal closes — and a funding round touches more of your compliance position than founders expect.

The filing, not the signature, moves the shares

Signing a subscription agreement — or a CARE, which contemplates converting at a later event — does not itself issue equity. For a private company the register of members is the electronic register ACRA maintains, and an allotment takes effect only once that register is updated on filing; ACRA is explicit that the allotment date cannot be backdated to tidy up a late lodgement. Plan the round around that filing date, not the signing date.

Get it wrong and it propagates: shareholding details feed your annual return, and share transactions recorded out of order are a recurring cause of returns being rejected or re-lodged.

You may stop being an exempt private company

This one surprises people. Under s4 of the Companies Act an exempt private company is a private company with no more than 20 members in whose shares no corporation holds a beneficial interest, directly or indirectly. Both limbs matter, and a round can breach either. The moment a corporate investor — a VC fund vehicle, a corporate strategic — acquires a beneficial interest in even one share, EPC status is gone, and the company must file its financial statements publicly with the annual return rather than filing a solvency declaration. Your revenue and margins become purchasable from BizFile by anyone, competitors included. See filing financial statements and the EPC exemption.

Two refinements founders get wrong. An investment by an individual angel does not by itself end EPC status — but a party round that pushes the company past 20 members does, whoever the members are. And because the test is corporate beneficial interest, shares held by a nominee for a corporation count; what matters is who sits behind the holding, not what the investor is called.

Losing EPC status is not the same as losing audit exemption. The small company exemption runs on its own size and group criteria, and a company can file publicly while still filing unaudited statements.

Your carried-forward tax losses are at risk

Unabsorbed trade losses and capital allowances carry forward only if there is no substantial change in ultimate shareholders — broadly, at least 50% continuity, tested at ultimate-owner level. Unabsorbed capital allowances carry a second condition losses do not: the company must continue the same trade or business that generated them, so a post-round pivot can cost you allowances even with the shareholding test intact. A large round can breach the shareholding test and forfeit balances built over years of pre-revenue spending.

IRAS may waive the shareholding test on application — s37(16) for trade losses, s23(5) for capital allowances — where the change arose from genuine commercial reasons and not to derive a tax benefit or advantage. A genuine fundraise may fall within that, but treat it as discretionary relief you have to ask for, not a category IRAS has pre-approved. The application can be made when the substantial change happens, even if the balances are years away from being usable, so raise it with your tax agent as part of closing rather than filing it away for later. Quantify the balances before signing a term sheet: carrying losses forward and the shareholding test.

The Model Constitution interacts with how you make decisions

Adopting VIMA's Model Constitution is a substantive governance choice, not a formality. A constitution can prohibit written resolutions or impose extra conditions on them — and under s184B of the Companies Act a written resolution passed in breach of those conditions is invalid. Read the constitution you adopt against how you actually intend to run decisions: what section 184A requires.

The AGM calculus changes

With outside investors on the register, dispensing with the AGM stops being the obvious efficiency it was for a founder-run company. Written resolutions still work — but thresholds are measured against all eligible voting rights, so a non-responding investor counts against you, and under s184D members holding 5% of total voting rights can require a general meeting within seven days of circulation — which invalidates the written resolution even if it has already passed. The annual meeting also becomes one of the few scheduled points at which passive investors can question management.

Reserved matters become a live governance question

Shareholders' agreements typically list matters requiring investor consent — issuing shares, borrowing, changing the business, paying dividends. Once signed, routine acts you previously took alone need documented approval. Build that into your resolution process rather than discovering it during due diligence on the next round.

If an investor takes control, you become part of someone else's group

Get the direction of travel right here, because it is commonly stated backwards. Where an investor acquires control — not merely a large stake, but the power to direct the activities that drive returns, which the standards assess on substance — a parent–subsidiary relationship is created with the investor as parent. The obligation to prepare consolidated financial statements sits with the parent, not with you. Being invested in does not, by itself, oblige your company to consolidate anything.

What it can oblige you to do is report into a group: reporting packages on the parent's timetable, accounting policies aligned to the parent's, and tighter deadlines than a standalone company sets for itself. Many venture funds qualify as investment entities and so measure their holdings at fair value instead of consolidating, which is why a fund taking a controlling stake and a corporate strategic taking one can land very differently on you.

The consolidation duty lands on your company only when the company itself becomes a parent — typically the pre-round holdco reorganisation, or a subsidiary set up after it: when do you need consolidated financial statements.

A workable sequence

1. Read the Lexicon and the relevant term sheet before your first investor conversation.
2. Quantify what a round would cost you — carried-forward losses and allowances at risk, EPC status, any group reporting the new investor will expect.
3. Use the models as the baseline, and spend your legal budget on the terms genuinely specific to your deal.
4. Get the IP assignments and Founders' Agreement done early. The Employee Deed of Assignment of IP exists because investors will ask whether the company actually owns what it built — and retrofitting assignments once someone has left is the hard version.
5. Plan the post-closing filings with your corporate secretary before signing: register updates, ACRA lodgements, constitution adoption, and the first set of resolutions under the new reserved-matter regime.
6. Keep the records. Cap table history, board minutes and the commercial rationale for the round are what support a shareholding-test waiver — which is best applied for when the change happens, while the rationale is contemporaneous, rather than reconstructed years later.

The documents remove cost from the negotiation. The compliance consequences are still yours — and they are considerably cheaper to plan for in advance than to remediate at the next round's due diligence.