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Term sheet generator: your term sheet, ready to negotiate

Enter the terms of your round and the term sheet is drafted as you type, with the price per share and the post-round capitalisation table worked out for you. Built for French companies (SAS, SA and other forms), whoever the investors are. Download it in Word and PDF.

Company
Funding round
Investors
€1M
€500,000
Investor rights
Governance and founders
Clauses
Term sheet13 articles10 fields to complete

Parties

DRAFT — prepared on the basis of terms still under negotiation. TERM SHEET — EQUITY FUNDRAISING BY EXAMPLE TECH SAS This document is governed by French law. It is drafted in English for convenience; French legal concepts that have no exact English equivalent are given in French in brackets. BETWEEN: Example Tech SAS, a company incorporated under French law in the form of a société par actions simplifiée (SAS), with share capital of €10,000, whose registered office is located in Lille, [To be completed: registered office address, RCS (Trade and Companies Register) number and legal representative] (the "Company"), AND: - Example Ventures, [To be completed: legal form, registered office and registration details of Example Ventures] - Business angels, [To be completed: legal form, registered office and registration details of Business angels] (together the "Investors"). This letter summarises the principal terms and conditions of the investment contemplated by the Investors in the Company.

Article 1 — Amount and valuation

Total amount of the round: €1,500,000. Allocation among the Investors: - Example Ventures (lead investor): €1,000,000 - Business angels: €500,000 Pre-money valuation: €6,000,000; post-money valuation: €7,500,000. Subscription price per share: €52.4999, i.e. the issue of 28,572 new shares representing 20% of the share capital on a fully diluted basis following the transaction. Capitalisation following the transaction (fully diluted basis): - Existing shareholders: 100,000 securities (70%) - BSPCE pool (French employee share warrants): 14,286 securities (10%) - Investors in this round: 28,572 securities (20%)

Article 2 — Instrument

The Investors shall subscribe for new preference shares (actions de préférence) issued by way of a cash capital increase, constituting a new class of shares whose specific rights shall be set out in the Company's articles of association (statuts). Each new share shall carry one voting right.

Your full document is ready

  • ✓ Full document, ready to review
  • ✓ Editable Word file
  • ✓ PDF ready to share
  • ✓ Fields to complete highlighted
  • ✓ Saved in your workspace
  • ✓ French-law template

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What the term sheet covers

The template runs to up to thirteen articles, included according to the terms you choose: parties, amount and valuation, instrument, liquidation preference, anti-dilution protection, BSPCE pool, governance and reserved matters, founder commitments (vesting, good and bad leaver, non-compete, lock-up), share transfers (pre-emption, tag-along and drag-along), conditions precedent, timetable, exclusivity and confidentiality, costs, and the binding effect of the letter.

French specifics worth knowing

  • SAS (société par actions simplifiée) is the usual vehicle for venture-backed companies in France: its articles of association can be tailored freely, which makes preference shares and bespoke governance straightforward.
  • BSPCE are French employee share warrants, the local equivalent of a stock option plan, with favourable tax treatment for employees. The pool is sized as a percentage of the capital after the round.
  • Nominal value is the par value of each share, set in the articles. The subscription price above it is booked as share premium.
  • Board seats usually sit on a strategic committee (comité stratégique) set up by the articles or the shareholders' agreement, since a SAS has no mandatory board.

After the term sheet

Once the term sheet is signed come due diligence and the definitive documents: shareholders' agreement, shareholder resolutions, subscription forms. In Capital OS these documents are generated from the same terms, so they stay consistent with one another, and are filed in the deal's data room.

Frequently asked questions

What is a term sheet?

A term sheet sets out the main conditions of a funding round: amount, valuation, instrument, investor rights, governance and founder commitments. It is signed before due diligence and before the shareholders' agreement (pacte d'associés) is drafted, which will then follow its terms.

Is a term sheet binding?

Generally not: it records an intention to invest. Only a few clauses bind the parties from signature, most often exclusivity, confidentiality and the allocation of costs. The template says so in its final article.

How is the price per share calculated?

The price per share is the pre-money valuation divided by the number of existing shares on a fully diluted basis, including the BSPCE pool when it is created before the round. The generator works it out from the number of existing shares you enter, together with the number of new shares and the capitalisation table after the round.

Can I draft a term sheet for a BSA AIR or a SAFE?

Yes. A BSA AIR is the French equivalent of a SAFE: a warrant that converts into shares at the next priced round. Choose the instrument and the document describes the conversion terms (valuation cap, discount, maturity) instead of a price per share, since no shares are issued when the money comes in.

Is the document ready to sign?

It is a complete French-law template filled in with your terms. Missing information is highlighted as a field to complete and customary proposals are shown in square brackets. Have it reviewed by your lawyer before signing.

Indicative template based on the information entered. It is not legal advice and must be reviewed by a lawyer before signing.