Osler is pleased to introduce the Osler Series Seed Financing Templates, a curated set of high-quality templates designed to support Canada’s growing startup and venture ecosystem.
Developed by Osler’s market-leading Emerging and High Growth Companies practice in collaboration with our Venture Capital team, these documents reflect the standards commonly used across the Canadian market and are intended to help founders, investors, and advisors move early-stage deals forward with greater clarity and efficiency. By making these resources publicly available, our goal is to contribute to a more streamlined and accessible environment for building and scaling Canadian companies.
Our rationale
As a market leader in the emerging and high growth companies and venture capital financing space, Osler has spent over a decade developing and refining a template suite of documents that has become widespread and reflects market-standard terms in the Canadian venture financing ecosystem. The templates reflect a harmonization of Canadian practices with standard National Venture Capital Association (NVCA) model documents used in the United States as well as Silicon-Valley practice, and they are designed to ensure that legal documents used by Canadian startups and law firms facilitate cross border investment by operating as similarly as possible to standard documents used in the United States, while still reflecting market terms and also addressing legislative differences.
Harmonizing documentation across multiple jurisdictions is complex and requires a deep understanding of the legal frameworks underlying each jurisdiction. The Osler team believes strongly in supporting the Canadian ecosystem by making its templates freely available to Canadian startups, investors, law firms and other industry participants.
Emerging stage companies and venture capital investors will undoubtedly negotiate elements of these templates to align with the specific context of their financing round. Our goal in publishing these templates is to allow these negotiations to start from a base market-standard framework that contemplates the nuances of the Canada Business Corporations Act and enables the deal teams to work more efficiently towards funding. The hope is that, by providing a tried and trusted starting point, negotiations can be focused on the deal terms that truly matter, and founders and investors can more efficiently spend their energy and resources doing what they do best: building the Canadian startup ecosystem.
Our templates
This suite of templates includes the core transaction documents used in a series seed equity financing round for an early-stage Canadian private company existing under the Canada Business Corporations Act. The documents are based on commonly used model documents in North America, and contain seed-stage deal terms calibrated to Canadian law and common Canadian market practices.
Read and accept our disclaimer to download
Please be aware that, while efforts have been made to ensure the accuracy and utility of the Osler Series Seed Financing Templates, it is provided ‘as is’, without any representations, warranties, or guarantees of any kind, express or implied, including but not limited to its suitability, completeness, or compliance with applicable laws or regulations. The use of, or reliance on, these templates is entirely at your own risk. You are solely responsible for ensuring that these templates are appropriate for your specific circumstances and comply with all applicable legal requirements.
The provision of the Osler Series Seed Financing Templates is not intended to constitute legal or other advice, and use of the Osler Series Seed Financing Templates does not replace consultations with a qualified legal professional. Your use of the Osler Series Seed Financing Templates does not create a lawyer‑client relationship. Please consult one of the lawyers at Osler, Hoskin & Harcourt LLP (or your own legal counsel) for specific recommendations.
To the fullest extent permitted by law, we disclaim all liability for any loss, damage, or harm arising from the use or reliance on the Osler Series Seed Financing Templates, whether directly or indirectly. By using these templates, you acknowledge and agree to these terms.
Term Sheet
This Series Seed Term Sheet template sets out a framework of basic high level economic and governance terms that can be used to guide the preparation of definitive transaction documents.
Preferred Share Terms
These Share Terms create the seed preferred shares and set out typical rights attached to seed preferred shares, including dividends, liquidation preference, voting, anti-dilution, conversion and protective provisions.
Share Purchase Agreement
This Share Purchase Agreement template sets out the purchase and sale mechanics for the transaction and includes a base set of representations and warranties and closing conditions commonly seen in a Canadian series seed financing.
Investors’ Rights Agreement
This Investors’ Rights Agreement template provides certain holders of preferred shares various rights such as registration rights, information and inspection rights, and pre-emptive rights, and includes various company covenants.
Voting Agreement
This Voting Agreement template sets out board composition and outlines voting arrangements for various corporate actions.
Right of First Refusal and Co-Sale Agreement
This Right of First Refusal and Co-Sale Agreement template acts to restrict the transfer of shares held by certain shareholders by providing the company and certain holders of preferred shares a right of first refusal over shares proposed to be sold by certain shareholders, as well as a co-sale right for certain holders of preferred shares to participate in the sale.
Insights from our EHG group
As the Canadian market leader representing early-stage companies in financing transactions, Osler has a tremendous amount of financing-related data and are leaders in tracking and reporting on trends in the Canadian market.
Deal Points Report: Venture Capital Financings
In 2022, Osler began publishing its annual Deal Points Report: Venture Capital Financings, which includes data from venture capital and growth equity preferred share financings completed by Osler. Unlike other reports, it offers more comprehensive financing-related information that surpasses publicly available data or third-party submissions.
If you have any feedback on the templates, please email us at [email protected].
Emerging and High Growth Companies
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