Donation

0 responses to “Donation”

  1. […] Use a term sheet in discussions with investors. When you have agreed on everything, you can choose to sign the term sheet (most of it is non-binding anyway) or just move straight on and translate it into a subscription agreement and shareholders’ agreement. […]

    • Hej Milan, i dagsläget finns investeringsavtalen tyvärr endast på engelska. Jag överväger att ta fram en översättning till svenska till en senare version, men det är ett stort projekt och jag vet ännu inte hur stort behovet är. /Erik

      • Hej, jag hade också uppskattat om aktieägaravtalet fanns på svenska. För övrigt tusen tack för alla underlag till oss som är startups!

  2. Hi, I’m Daniel and my co-founder and I are working to put together some legal groundwork for our start-up. I was wondering if you have any idea if these awesome documents would be applicable in other countries like Canada or USA? Thanks!

  3. Hi Daniel, I’m not sure, but I would guess that the legal frameworks in Canada and USA are too different from the Swedish one. That being said, the general principles of what you want to put in a shareholders’ agreement are probably the same. However, I think there might be too much work adapting them to Canada/US law so perhaps it’s better to find another standard instead. /Erik

  4. Tack Erik för att du delar med dig! Det här är väldigt värdefulla dokument för oss i startgropen.
    //Helena

  5. Tusen tack Erik. Väldigt hjälpsamt och högt uppskattat. Du råkar inte sitta på några mallar kring startup docs för letter of intent´s och convertible notes agreements? 🙂

  6. Agree that shareholders’ agreement is probably one of the most complexes. It’s hard for our team at the beginning, but later on is working well.

  7. Hi Erik. My wife and I are English and about to lend / invest with my son and future wife in their first home near Stockholm. We have agreed to pay the 15% deposit but this will need to be paid back within 5 years and At that point the property will be valued and the 15% paid back as he has 2 brothers who may need help over time. We have discussed that this will be minus improvement costs they pay – such as mains water etc and that the minimum repayment should equal the initial 15%. Can you recommend what format this should take in Sweden to clarify the position and cover as many eventualities such as death or break up etc.
    Many thanks Colin.

  8. Who has the right to amend/terminate the founders agreement? If that is linked to the articles of association, what parts of the articles of association will tell us who has the right to amend the founders agreement? We have another articles of association than the one in your template.

  9. Stort tack Erik och Mattias för att man får ta del av denna info #startup Jag önskar er båda en riktigt trevlig sommar. Med vänlig hälsning Daniel Norman

  10. Hi Erik, does there need to capital in the business for founder agreement. I am starting a business with a friend and we have decided on 60/40. Can I use the founder agreement in this situation?

    • Hi Stephen, the founders’ agreement is created for situations where you don’t have any investors. As long as you have a (Swedish) limited company with the legally required share capital it should be fine. As always, I recommend you to let someone who understands “legalese” double-check everything before you sign.

    • Hi Felix, yes it’s progressing fine although we had a slight speed bump with Skatteverket regarding the exact format. This is now solved so we plan on release in a month. /Erik

  11. Excellent. This type of collaboration and selfless sharing is what makes Sweden the unicorn factory it is!

    Now… who can make a benchmark database with comparisons of key metrics for different business models (marketplaces, SaaS etc)? I offer donuts and free tickets to see the new Avengers movie in return!

  12. Hi Erik,
    I downloaded the templates, but can’t find a subscription / shareholder agreement template (only the term sheet), where should I look?

  13. Thanks for writing the guide. Denmark is apparently even more complicated ?

    All of these regulation and Tax complications. Makes it hard to believe that we can build “really” big tech companies in the Nord, with the same valuations as North America.

    I wonder how the Investors are taxed ?

  14. Thanks for an excellent post Erik.

    I am wondering if the Strike Price has to be set to the Nominal Value at the time of exercising the option (e.g. in 4 years), or if it can be agreed to be the Nominal Value at the time of signing the option contract (e.g. today)?

  15. Thanks Erik, this was very timely. We were just about to issue a convertible. Thanks a lot for doing all this work. It really helps the entrepreneur community.

  16. Thank you for the great document and guide, this will be very useful for our organization.

    I have one question relating to income of the employee:
    “receive salary corresponding to at least 13 income base amounts (Swedish: inkomstbasbelopp, about SEK 820k, so about SEK 23k/month).”

    How is this calculated? 820k/12 is almost 70k/month, which seems unreasonably high, so that can’t be how its compiled. Would be very helpful to understand how it is calculated since the inkomstbasbelopp changes every year.

  17. Hej Erik,

    Skulle ni ha möjlighet att dela med er av ett standard avtal för konsulter för startups också?

    Stor tack på förhand och stort tack för en riktigt bra tjänst!

    Mvh,
    Carl

    • Grym bra dokument.

      Instämmer med Carl. Många använder sig av konsulter eller projektanställningar…. vore bra med ett avtal som förtydligar att de immateriella rättigheterna tillfaller bolaget.

      Stort tack!
      Jacob

  18. Thanks for all the great info.

    If we want to have this done for a UK company. What should we think about?

  19. Hello,
    We are looking for a pre-incorporation founders agreement contract or Letter of business intent. Do you know of a template or guide similar to what you have provided in the above founders agreement?
    Thanks,
    Stephanie

  20. Dear Erik,
    Is there a maximum duration that a Shareholders’ agreement in Sweden can have by law or it could be indefinite?

  21. Erik,

    Is it possible to use options program as described above for non-employees?
    For ex. advisors or Board members?

    Thanks!

  22. Ogillar starkt contractbook. Går inte att editera. Tar bort fält helt, ändå åker de med när man skickar för digital signering. Måste skapa konto. Vill man ändra i mallen så måste man uppgradera. Ja kort och gott – en massa saker som är bra för contractbook men inte bra för oss tidspressade och kostnadsmedvetna startup-entreprenörer 🙂

    Hade verkligen föredragit ett upplägg med en enkel Google docs mall som man själv kan kopiera.

    • Tack för feedbacken! Har funderat på Google Docs men det är så j-a meckigt att massuppdatera dokument när det görs större förändringar. Nu har vi ca 200 dokument och då tar det väldigt lång tid när man ska göra uppdateringar i många dokument. Jag har iaf inte hittat något bra sätt att göra det, men vill väldigt gärna få tips om någon vet hur man gör det på ett smidigt sätt! I Word kan jag däremot massredigera dokumenten. I dagsläget är mitt bästa tips att ladda ner Word-dokumenten och importera det dokumentet du vill ha till Google Docs.

  23. Hi,

    Can the Founders’ agreement also be used for a partnership (Kommanditbolag) as long as I change some paragraphs myself and adapt it a bit? Can the core still be used to to say or will it become ‘invalid’ if I change too much? I have no legal background myself.
    Thanks!

    • Hi Albin, I’m not a lawyer myself either but my guess is that a Kommanditbolag is quite different from an Aktiebolag. The overall issues to agree on in a shareholders’ agreement is more or less the same as in a partnership agreement but since a Kommanditbolag doesn’t have shares or shareholders, I think the actual wording has to be quite different from our template.

  24. Hi Erik!
    First of all, thanks a lot for the templates!
    One quick question, in the template the “Founder Majority” is defined by representing more than 75% of all the shares that are owned by founders. This means that in a 2,3 or even 4 persons (“strictly” more than 75%) team, majority means the whole team. Was that number (75%) intentional or simply random? Wouldn’t this lead to situations where no progress can be made as consensus is always required?
    Thanks,
    Bruno

    • Hi Bruno, the level for Founder Majority has to be discussed between founders. It is supposed to be a high threshold that should require all or almost all of the founders to agree. In many cases, not all founders have the same ownership, so even in 3 or 4 person founding teams, 75% may mean “all but one”. It’s too hard to set a level suitable for all startups, so make sure to think about it carefully yourselves.

    • Hi Pablo, thanks, yes we are aware of the post-money SAFE. I’d say there are definitely some pros and cons which applies slightly differently to the different markets. Also, due to the WISE being a warrant (the SAFE is a note), there is a legal challenge with a post-money WISE. There are no immediate plans to try to construct one, but we’re following the market closely. Any ideas are welcome!

    • Ah, good point! It’s the Swedish name for student grants and loans: CSN. Will change the description in the text, thanks!

  25. Thank you Erik!
    Now one thing I wonder is what happens if an employee signs at a date when the company meets all the criteria for QESO (less than 80M revenue, less than ~50 employees, etc) but 3 to 10 years later, when converting the options into shares, the company has exceeded some of those limits (massive revenue or explosive hiring growth…)
    Or, asked differently: are those criteria applied to the company upon the date of signing the QESO, or upon the date of converting the options to shares, or upon the date of actually selling the shares later on?
    A startup’s future being totally unpredictable, it seems using any date later than the QESO signing date implies the employee’s risk of not meeting the QESO conditions increase with the vesting time…

    • Hi Erwan, for most of the criteria it’s the situation on the signing date that matters, or the calendar or fiscal year before the signing. The only exception I can recall right now is that during the first three years after the signing date, the company still cannot do business within banking, insurance, coal, real estate etc. See §8.

  26. As I understand it the intention of the WISE is to force conversion to shares when a priced round occurs. Could one maybe clarify that a bit in 5.1? As I read it now it seems like a priced round only triggers the possibility for an investor to convert and that they could choose to wait until the 4 year period has passed and then convert at the floor valuation?

    • Hi Robert, it says in §4 that “If the notification for Subscription is not submitted within the above stated period of time, or at such earlier date that may follow from § 5 or § 9, the right to Subscription shall expire”. So in effect, the investor is forced to exercise the WISE warrants in the priced round (or lose the full value). We should probably refer to §4 from §5.1 as well to clarify that. Thanks for pointing it out!

    • Correct, it should say “Warrant” in §9.1! It will be corrected in the next release. Thanks!

  27. This information is super helpful, but the zip files does not contain the template. am i doing something wrong please?

  28. Hi, thanks for the great documents!
    – How can I wrote properly in the Founder Agreement that we are not working full-time currently, but that we have to make contributions to the company?
    – When someone gets 15% with 2 years vesting, can he get dividends before as we are just able to buy the shares back in case o leave?
    Thanks in advance!

  29. Hello, I downloaded the termsheet, subscription and shareholder agreement template, but i couldnt find it in the zip folder. Please help.Thanks

  30. Hi Erik,

    Firstly, thanks for putting this together – it’s super helpful!

    In the paragraph titled “SWEAT consulting agreement” what are you defining as fair market value for the 0.2%. Is it the value of the company? Or, the hourly rate of the consultant?

    Thanks!

    /Jamie

    • Hi Jamie, I was referring to the company’s fair market value. (However, using the SWEAT model, this should be more or less the same as the aggregated hourly value of the advisor, as the compensation for their time is the 0.2%.)

  31. Do the WISE convert to shares in the pricing round, along the new investors, but with a discount? Or do they convert pre-money and then get immediately diluted?

    • Technically they convert immediately before the priced round, but in practice it doesn’t matter as the number of shares the WISE investor will get is based on the share price in the priced round.

  32. Thanks for the amazing work putting WISE together, super helpful!

    On the “6. Note:” we sent in the form with “today, until the end date that you put in the terms” as per the note’s suggestion for “Tid för aktieteckning”. But we got feedback from Bolagsverket to send in the docs again with the same time period as in the other documents (the 4 years to 4 years+3 months) as “Tid för aktieteckning”. So I’m not sure if we read the intention of that note incorrect or if it should maybe be updated.

    • Hi Johannes, thanks a lot for this feedback! I think there is a combination here. The note above was (it’s now corrected) incorrect to say that the period is typically four years, as it’s normally four years plus three months (share subscription period starts in four years, and lasts for three months).

      But I read your comment as if Bolagsverket rejected the “from today” wording and asked for the “from four years”. This is inconsistent with how Bolagsverket has acted before in some cases, and the explanation may be that different administrators have different views. Technically, the WISE warrants can be exercised from tomorrow (if there is a priced round tomorrow), but the base case is four years. I’ve updated the guide to suggest to put the four years and four years plus three months in Bolagsverket’s form, but to add the possibility of earlier exercise as additional information.

  33. Hej, finns dokumenten på svenska?
    Finns rådgivning och vad kostar den i så fall?

    Vi är nu 5 grundare som kommit överens om vad vi vill och ska formalisera detta i ett aktieägaravtal. Ingen av oss är jurist och vi behöver snabbt få till det här avtalet.

    Kan du/ni bistå?
    Vänligen
    Leif Mankowitz 0708-793663

    • Hej Leif, nej dokumenten finns bara på engelska (förutom vissa formaliadokument som Bolagsverket kräver på svenska). Jag är inte jurist själv och kan inte bidra med juridisk rådgivning, men jag rekommenderar att du kontaktar Mattias Larsson på Fylgia som är den jurist som jag har samarbetat med för att ta fram aktieägaravtalet. Hans kontaktuppgifter finns i dokumentens sidhuvud.

    • Hi Jen, no the documents are only available in English unfortunately. We would need a much bigger organization to translate and maintain all documents in all countries to local language. Unfortunately we don’t have the resources to do that.

  34. Great article! Thanks!
    Recently I’ve started work with a team, working on a startup and we were looking for such a guide you’ve posted. Yours is even more detailed and full of useful information. Highly recommend!

  35. Anyone have an easily available equity/option calculator which can be provided to employees in relation to QESOs, so you can allow them to play around with potential scenarios/future values?

    • This is a great question. There should definitely be one. I haven’t created one myself but I’m sure there are general employee option calculators out there, which may or may not work for QESO. I’ll put on my backlog to find or create a QESO-specific calculator, but don’t expect any quick action.

    • Hi Pablo, thanks for your question! I don’t see any reason why it would have to be a Swedish limited company. Everything is made on market terms, so as far as I am concerned it should work in all jurisdictions, but just in case perhaps you should ask someone who knows the tax regulations of the advisor’s jurisdiction to verify.

  36. Hi Erik,

    Thanks a lot for this! Super helpful. Our investors expect around 18-24 months duration for automatic conversion and reacted to the 4 year time period if we are not able to exercise any pricing round before then. Does the time period in point 4§ need to be 4 years before the warrants converts (if no advanced subscription)?

    • Hi Tom, it doesn’t have to be 4 years. Just make sure to consider the implications of a too short time period – you may feel forced to quickly raise a (bad) round just not to hit the “automatic conversion”. In my opinion 18-24 months is not super short, but I personally prefer a longer duration.

  37. Hi am I crazy or has this changed / it used to be that the consultant invoiced the full amount from the get go, not quarterly over the period? Thanks

    • Hi Tomas, you’re right! It changed earlier this year due to getting too complicated to account for all possible situations where it may be a tax/legal issue that the company pays out a big chunk of money to a stakeholder. We don’t know of any case where it has caused any such problems, but we want to be sure that it works for everyone.

  38. Hello, Thank you for this. It is very complete and useful. I wanted to know, is the Download button disabled or is it just my computer? If it is disabled, could you tell me where I can download some of these resources? Thank you again

    • Glad to have you here! You can download all the resources from startuptools.org/se/ through the “Download & Subscribe” flow.

  39. Thanks for the very details write up! I’m just trying to figure out what the tax implication is for a non SE resident,

    • If a person is not a Swedish tax resident, one would need to examine the relevant jurisdiction and the relationship to Sweden. Generally someone who spends more than 183 days per year in Sweden is considered a Swedish tax resident. If that is not the case, any setup would require further advice and investigation.

  40. Hi Erik,

    How do you construct a fully-diluted cap table with WISE warrants? Since we don’t really know the value of the company at which the warrants convert into, and if the cap/floor will be applied or not, how should we reason on its effect on dilution?

    • Hi Mikaela, that’s a great question that we get a lot. It applies to all companies having any kind of options or convertibles where a future event can affect the number of shares that the option or convertible corresponds to. There is no obvious way to calculate a fully-diluted cap table in these instances (which is super common for startups all over the world). I’d say that when considering convertibles with a cap (including WISE), you usually assume that the cap is reached, i.e. the WISE would “convert” at one share per WISE. But if you have set a very high cap, it may be more reasonable to calculate another way. In the end, it’s a negotiation in every case, and depending on why you need to make that calculation you may come to different conclusions.

  41. Thanks for sharing this, very helpful!
    I just have one question…to make it easy to understand to everyone who is going through this as an employee. Taxes aside, let’s say the employee agrees to get 200 options as QESO, with a market value of 500 per share, 3 year vesting period. After the 3 years period, the employee wants to exercise them, so does he/she needs to purchase the option and pay from his/her own pocket 100.000 SEK (200*500)? so after the 3 year period, he/she has the right to purchase the shares at a fixed price (500 SEK), so the total investment would be 200.000 SEK (Purchase of the option to buy those shares at a fixed price and the purchase of the shares itself). Would the employee be profiting if the shares are greater than 1001 SEK per share?
    I hope you could understand this example…

    • Hello! Thank you for reaching out. Your question has multiple parts that I’ll try to answer:

      First and foremost, there is nothing in the QESO regulation that determines how much, if anything, an employee should pay to enter into the agreement (purchasing the option to later purchase the shares as you formulate it). This varies between companies, with a general norm toward little or nothing – the StartupTools QESO Agreement template suggests “free of charge” but it is a changeable variable within The StartupTools Standard and having some cost is not unusual.

      Secondly, the price you will later pay for exercising the options, is called ”strike price” and is stipulated in the contract. The lowest this is allowed to be according to the regulations is the nominal value (sw. “kvotvärde”) per share, but how this is set varies from company to company and is a part of the overall deal.

      Market value generally only comes in as a variable in the equation when the employee assesses whether exercising the options makes sense, and then in relation to the strike price. (If strike price is lower than market value, the option has value and makes sense to exercise.)

  42. Great summary of complex matters! Regarding the QESO, the future issuance of shares to the QESO holders can be guaranteed through an agreement signed by existing shareholders when the QESO program is launched, and to which any new shareholder will have to adhere.

  43. Hi Erik,

    Thanks for all the great resources here. I was wondering regarding the formalities. Is the intention that the buyer of the warrant signs the wise agreements before the GM and then signs the “tekningslista” as the final confirmation or should all docs be signed after the board approval?

    Thanks!
    Bror

    • Hey Bror!

      You’re welcome. Regarding the formalities: Until the GM has made the relevant decisions, there is no framework for an agreement at all. Therefore it is natural that the GM decision to issue WISE comes first. Afterward the board and the buyer can settle the details and then sign / countersign. Often the signing is done simultaneously by both parties, but the signatures can also be collected sequentially in which-ever direction. It has no formal importance.

  44. Thanks first of all for this great set of documents!

    In the SHA I have the impression that the definition of “board” and how the term is subsequently used (ex. §5) may warrant to split out into “board of directors” and “board”. I am unfamiliar with the Swedish corporate law, from a DACH perspective, the directors of a company form a board (sometimes aka “management board”) and the official company board is separate (aka as “supervisory board”) …

    • You are welcome. Glad you like them!

      I see the differentiation you are referring to. In the Swedish context however, “Board” refers undoubtedly to “Board of Directions” (which is the official company board) as when there is a group of deciding senior managers, it is not referred to as a “Board”. Generally the only time layers of boards become relevant in the Swedish context is when there is a group of companies, in which case each subsidiary also must have an official board.

  45. Hi Erik, If we offer a a discount to participating investors of say 20%. Should we regulate that discount by offering more shares per warrant (1/(1-20%) i.e. 1.25 shares per warrant if we are later funded at our cap level?

    Or do you instead regulate the number of warrants to conform with the 1:1 if funded at the cap level? This would imply changing either the prize or the number of warrants to factor in the discount in §2.1/2.2, is there a right or wrong here?

    Excellent resource, many thanks!

    • Hi Jonatan, I’m not sure if I completely understand your question. The discount is accounted for in §5.3, effectively giving the WISE investor a lower valuation than the next investor, so there is no need to modify other parts of the WISE Terms or the purchase price of the WISE. Not sure if that answered your question though? If you wish, contact med at hannes@startuptools.org and I’m happy to put you in touch with a WISE expert lawyer who can (for a very reasonable fee) go through your WISE setup and give a second opinion with adjustment notes.

  46. Hi Erik, superb resource with all the detailed info. The early-stage startup community of Sweden owes you a big one!
    I am fiddling with the “Proposal to GM” and wondered if you happen to have an example of how to adapt it to authorize the board the mandate to sign new investors continuously rather than define all participating investors upfront as the template defaults to? Secondly, I was curious if you have ever seen the GM authorize the board not only to sign investors continuously but also be able to alter the terms of the warrants and for example change the cap?

    • Hello Tom!

      Thank you for reaching out. We don’t have any additional alternate example-clauses for the formalities, but we do we have formalities for all the instruments that needs them. If you want to you can have a look in the others and see if you find suitable parts to combine or bridge easily.

      We haven’t really seen anyone authorize the board to alter the terms, such as cap. I would advice to proceed with caution and consult legal support before doing it to see if that would be by the book. Let me know if you want an introduction to someone we trust who could offer paid advice on this.

  47. Hi, and thank you Erik & team. To avoid having the advisor pay for the warrants upfront, could the company issue a loan to the advisor for the warrants which is paid back through the invoices?

    Planning to use SWEAT to compensate a consultant abroad with money + warrants.

    • Hey Alek!
      The setup of issuing a loan to that purpose is unclear from a legal perspective, I suggest that someone should assess it to see if it would be suitable for this particular situation.

      Using the SWEAT in a cross-border situation is not what it was originally designed for, and therefor I would suggest anyone who wants to use it in this way to receive legal assistance with it. If it works or not will be very dependent on the other jurisdiction it interacts with.

  48. Thank you for sharing, it has been very helpful in setting up our stock option program!
    I have 2 questions that have come up when working with the agreement.
    1 Can you in the agreement with the employee give them a % of the company with dilution protection rather then a fixed amount of stock options. For example Employee A shall have the right to subscribe for an amount of shares corresponding to 1% of the company on the day of the subscription but not later than (date 3 years after sign). So if you sell the company within 3 years it is 1% of the shares at that date, and if you don’t sell within 3 years it is the amount of shares in the company on the date 3 years from signing that determines the amount of options and then shares.

    2 Reflection/question on your common mistakes around group structures. If you sell the company within 3 years to a large company or a non Swedish company that does not fulfill the requirements for the stock options with the beneficial tax , does this affect the option to let your original company (with the options tied to it) to continue as a subsidiary for the remaining period and the employees can subscribe for their shares at a later point once the 3 years have passed and still get the beneficial tax? Thanks again for all your work with this!

    • Hello Stefan! Good to hear from you!

      1. I am not certain I understand precisely how you mean, but in short – yes. It should fit within the legal framework to define it in terms of % of the company rather than amount of shares. One could also calibrate that via a dilution clause. Regarding accelerating the vesting time in case of the company being sold before three years has passed, there are certain, separate, aspects of that to be considered independently of the ownership %.

      2. As long as the company fullfils the criteria when the options are issued it should be fine in principle, it can be kept as a subsidiary. However, there are exceptions to what sector of business a company is permitted to be involved in and still qualify for QESO. And the group the company is taken into may not have more than 25% of their business within such a sector. Also keep in mind that the issued shares will also have to be in the same subsidiary. The options can not issue shares in another group company.

      Enjoy the new version of our templates!

    • Hey Pablo!
      Thank you for reaching out!

      I haven’t heard of anyone taking advantage of that deduction based on WISE. I would suggest you reach out to a tax consultant to see if it could be a recommended route. Let me know if you would like help with getting in touch with one.

  49. Hi!
    We are based in Finland and I couldn’t find anywhere else to check about WISE for companies in Finland. Do you think WISE is okay to use for startups in Finland? Also, I heard that angel investors, they may not go with SAFE/ WISE. They prefer priced rounds.

  50. Thank you for a very clear and insightful site!

    Two questions if I may:
    1) Do you have guidance on RSUs as well? I’m specifically trying to understand if a RSU program with a double trigger (time/ KPI and liquidity event) can save the company from having to keep the (future) tax liability on their books.
    2) Can a Warrant term include two different expiration dates/ strike price; allowing the warrant holder to choose if he/ she exercise the warrants in year 3 at SEK 0.30 or in year 5 at SEK 0.50 (both calculated using the Black-Scholes model)

    • Hej Jennifer!
      Nej, vi har inte gjort det. Ett par anledningar till att vi inte har gjort det är att det skulle göra det något svårare att hålla standardiseringen över norden intakt och för att vi ser att man ofta behöver översätta det till engelska ändå när man sedan ska ta in kapital. Då är det effektivare och mer standardiserat att köra på engelska redan från början.