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Startup Investment Term Sheet for Philippines

Startup Investment Term Sheet Template for Philippines

A comprehensive preliminary agreement document governed by Philippine law that outlines the proposed terms and conditions for an investment in a startup company. This document serves as a foundation for negotiation and subsequent definitive agreements, covering key aspects such as investment amount, valuation, share class rights, governance structure, and investor protections. While generally non-binding (except for confidentiality and exclusivity provisions), it reflects the parties' intentions and sets the framework for the final investment documentation, ensuring compliance with Philippine corporate law, securities regulations, and foreign investment restrictions where applicable.

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Startup Investment Term Sheet

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What is a Startup Investment Term Sheet?

The Startup Investment Term Sheet is a crucial document in the Philippine startup ecosystem, typically used during the preliminary stages of investment negotiations between startups seeking capital and potential investors. It becomes relevant when a startup has progressed beyond initial discussions and both parties are ready to formalize their investment intentions. The document compiles essential commercial and legal terms, including valuation, investment structure, governance rights, and investor protections, while ensuring compliance with Philippine regulations such as the Revised Corporation Code, Securities Regulation Code, and the Innovative Startup Act. While predominantly non-binding, it serves as a roadmap for lawyers drafting definitive agreements and helps prevent misunderstandings between parties by clearly documenting key terms early in the process.

What sections should be included in a Startup Investment Term Sheet?

1. Parties: Identification of the startup company, founders, and investors

2. Background: Brief description of the startup's business and purpose of the investment

3. Definitions: Key terms used throughout the term sheet

4. Investment Terms: Details of the investment amount, valuation, and type of securities being issued

5. Cap Table: Pre and post-money capitalization structure

6. Voting Rights: Voting rights attached to the shares being issued

7. Board Composition: Structure and composition of the Board of Directors post-investment

8. Anti-Dilution Protection: Provisions protecting investors from dilution in future rounds

9. Transfer Restrictions: Limitations on the transfer of shares

10. Information Rights: Investor rights regarding financial and operational information

11. Exit Rights: Provisions regarding liquidity events, IPO, and drag-along/tag-along rights

12. Confidentiality: Confidentiality obligations of all parties

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

What sections are optional to include in a Startup Investment Term Sheet?

1. Liquidation Preference: Used when investors require preferential returns in case of liquidation

2. Conversion Rights: Include when offering convertible preferred shares

3. Pre-emptive Rights: Used when existing investors want rights to participate in future funding rounds

4. Founder Vesting: Include when investors require founder shares to be subject to vesting

5. Employee Stock Option Pool: Include when establishing or modifying an ESOP

6. Non-Compete and Non-Solicit: Used when requiring restrictive covenants from founders

7. Foreign Investment Provisions: Include when foreign investors are involved to ensure compliance with FIA

8. Corporate Governance Requirements: Include for more detailed governance requirements beyond basic board composition

What schedules should be included in a Startup Investment Term Sheet?

1. Cap Table Schedule: Detailed breakdown of shareholding pre and post investment

2. Milestones Schedule: If investment is milestone-based, details of milestones and corresponding investment tranches

3. Key Terms Summary: Summary of key commercial terms for quick reference

4. Warranties Schedule: List of basic warranties to be given by the company and founders

5. Anti-Money Laundering Requirements: Required documentation and procedures for AML compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

抖阴视频

Cost

Free to use
Relevant legal definitions

































Clauses

























Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Education Technology

Agricultural Technology

Clean Energy

Manufacturing

Logistics

Business Services

Consumer Products

Software Development

Biotechnology

Digital Media

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Executive Leadership

Corporate Governance

Business Development

Compliance

Strategy

Relevant Roles

CEO

Chief Financial Officer

Corporate Lawyer

Investment Manager

Venture Capital Partner

Startup Founder

Business Development Director

Corporate Secretary

Investment Analyst

Legal Counsel

Managing Director

Investment Director

Chief Legal Officer

Private Equity Manager

Business Angel

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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