Funding round documents
From “investor conversation” to a closed round
“We turn investor interest into an actual closing: term sheet, shareholders' agreement, due diligence and notarial deeds with no surprises.”
Startup Funding Round in Spain
Legal advice and full documentation for your startup funding round in Spain. We structure the deal from start to finish: term sheet, shareholders' agreement, valuation and dilution, due diligence, liquidation preference, drag & tag along, vesting, anti-dilution and closing of the round. An investor pack ready to sign: a practical approach, not “pretty paperwork.”
Shareholders' agreement
Protection for founders and investors
“We define governance, economic rights, liquidation preference, drag & tag along and exit to protect everyone.”
Valuation / dilution
A clean cap table and clear anti-dilution
“We structure pre-money, post-money, the option pool and anti-dilution clauses so the split is fair and enforceable.”
Due diligence / closing
Smooth due diligence and closing
“We prepare the data room, resolve open issues and coordinate the legal closing so the round does not fall apart in the last mile.”
What our advice for your startup funding round includes
Term sheet and round structure
We define the type of round (pre-seed, seed, Series A…), the vehicle, the pre-money valuation and the key terms before you negotiate.
What is a funding round?
It is the process by which a startup raises outside capital in exchange for shares or convertible debt, with rights and rules agreed between founders and investors.
Shareholders' agreement and investor rights
Governance, majorities, liquidation preference, drag & tag along, anti-dilution, information and veto rights: a balance between investor protection and founder control.
Valuation, dilution and option pool
Pre-money/post-money, allocation of shares, employee stock options (ESOP) and anti-dilution clauses so your cap table is fair and sustainable.
Due diligence and data room
We prepare the data room, identify legal, tax and employment issues, and resolve them before closing so the investor does not back out.
Legal closing and deeds
We coordinate signing, the capital increase, registration, payment of funds and post-closing set-up. A closed round that is traceable and has no loose ends.
Stages and critical points of a startup funding round
In a round, the risk lies not only in “the valuation” but in whatever is left vague or without evidence. What matters: a negotiated term sheet, consistency between the shareholders' agreement, cap table and bylaws, and clear governance and exit rules.
Before negotiating: a clear investment thesis + a clean cap table + company legal documents free of issues.
Term sheet: pre-money valuation, type of instrument, key rights and conditions precedent agreed in writing.
Due diligence: an organized data room, issues identified and a plan to resolve them before closing.
Shareholders' agreement and bylaws: liquidation preference, anti-dilution, drag & tag along, vesting and governance consistent with each other.
Orderly closing: capital increase, registration, payment of funds and cap table update, fully traceable.
Legal framework for investing in startups (Spain)
If you are raising investment or investing in a startup, the critical point is the round documentation and how well the whole system fits together: shareholders' agreement + bylaws + cap table + vesting agreements. A good closing is one that can be enforced and proven (not just signed). At Molina Law Boutique we take a practical approach: clear rights, traceability and preventing disputes between shareholders.
Scope: what will we review in your funding round?
We review your startup funding round from a practical angle: it must be enforceable, consistent with the business and reduce friction (valuation, shareholders' agreement, due diligence, economic rights and closing).
1. Term sheet, valuation and structure
Pre-money, post-money, type of instrument (equity, convertible note, SAFE), conditions precedent and basic investor rights. No ambiguity.
2. Shareholders' agreement, vesting and governance
Liquidation preference, drag & tag along, anti-dilution, vesting agreements for founders and employees, and a governance structure suited to the startup's stage.
3. Due diligence, data room and closing
Data room preparation, identifying and resolving issues, coordinating the capital increase and updating the cap table. A smooth closing.
“Standard” documents or tailored advice for your round?
A funding round template works as a starting point, but what really protects you is tailoring it to your stage, type of investor and business model: valuation, rights, governance and exit.
| Feature | Template (basic) | Tailored advice + full documentation |
|---|---|---|
| When does it make sense? | As a starting point to understand the structure and the usual terms. | If you are raising real capital: it reduces disputes and makes the round more enforceable. |
| Fit with the business | Generic: it often leaves “gray areas” in valuation, governance and exit. | Aligned with the startup's stage, type of investor, corporate structure and goals. |
| Risk | More friction over liquidation preference, anti-dilution, drag & tag along and due diligence. | Less friction: clear rules, a clean cap table and defined exit mechanisms. |
| Result | A “model” document with no guarantee that it fits the startup's actual situation. | Term sheet + shareholders' agreement + bylaws + cap table ready to close and operate. |
*A round without a clear shareholders' agreement and without organized due diligence is often the source of most disputes between founders and investors.
How we prepare your startup funding round
An agile, closing-focused method: clear terms, full documentation, due diligence with no surprises and a traceable signing.
01
Legal and cap table review
We review the corporate structure, current cap table, open issues and existing documents. We spot typical risks before you approach investors.
02
Term sheet and round structure
We negotiate and draft the term sheet: valuation, type of instrument, key rights, conditions precedent and closing timeline.
03
Shareholders' agreement, bylaws and due diligence
We draft the shareholders' agreement and the bylaws. We prepare the data room and manage due diligence so the investor finds no surprises.
04
Closing, deeds and cap table update
We coordinate the capital increase, Commercial Registry filing, payment of funds and cap table update. A closed round that is traceable and ready to operate.
Funding round checklist
Document checklist for a “well-closed” funding round
In a round, the closing works when it comes with consistent documents and evidence: term sheet, shareholders' agreement, cap table, due diligence, vesting and exit rules.
Negotiated term sheet
Shareholders' agreement
Clean cap table
Traceable closing
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Round structure (what is offered)
Type of instrument, valuation, percentage to be given up and conditions precedent: no ambiguity.
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Consistent shareholders' agreement and bylaws
Liquidation preference, anti-dilution, drag & tag along, governance, information and exit aligned with each other.
-
Cap table with verifiable rules
Pre-money/post-money, option pool, founder and employee vesting, and anti-dilution clauses, all documented.
-
Due diligence with no hidden liabilities
An organized data room, with legal, tax and employment issues identified and resolved before closing.
-
Realistic closing and post-closing
Capital increase, registration, payment of funds, cap table update and post-closing follow-up milestones.
Common mistakes we fix in startup funding rounds
The goal is not to “raise fast” but to close an enforceable round that fits the business, so as to reduce future disputes between shareholders and investors.
⚠️
Messy cap table
Badly allocated shares, informal promises or undocumented vesting. Result: disputes in the round and red flags for the investor.
⚠️
Unbalanced shareholders' agreement
Abusive liquidation preference or drag along, or no clear anti-dilution clauses. A typical source of tension in later rounds or at exit.
⚠️
Due diligence with hidden liabilities
Legal, tax or employment problems found late that delay or block the closing. Without an organized data room, the investor backs out.
⚠️
Poorly executed closing
A capital increase not properly registered, an untraceable payment of funds or an outdated cap table. The “closed” round is left without legal backing.
What a startup funding round must be able to show
Beyond the “term sheet,” what matters is execution: what is given up, how the company is governed, how the investor and the founder are protected, and how to exit without destroying the company.
Valuation
Shareholders' agreement
Due diligence
Closing
What is given up and on what terms
- Type of instrument: equity, convertible note or SAFE (advantages and implications).
- A justified pre-money valuation that is consistent with the cap table.
- Preferred rights and clear conditions precedent.
- Option pool and its impact on founder dilution.
Anything left undefined in the term sheet tends to become a dispute when the shareholders' agreement is negotiated.
Shareholders' agreement and governance (for real)
- Liquidation preference: non-participating vs. participating, and the multiple.
- Drag & tag along: conditions and trigger thresholds.
- Anti-dilution: full ratchet vs. weighted average.
- Founder vesting: cliff, schedule and good/bad leaver.
Quality tip
If the shareholders' agreement cannot be explained in a board meeting, it probably has gray areas that will cause problems.
Due diligence with no surprises
- An organized data room: legal, tax, employment, IP and key contracts.
- Open issues identified and a plan to resolve them before closing.
- Intellectual property: ownership, licenses and third-party agreements.
- Compliance: data protection (LOPD), employee contracts and founder agreements.
A disorganized data room or unresolved issues are the most common reason funding rounds fall through.
Orderly closing and post-closing
- Capital increase with notarial deeds and proper Commercial Registry registration.
- Traceable payment of funds and a cap table update.
- Post-closing milestones: reporting, board and information rights.
- Coordinating future rounds: pre-emptive rights and follow-on investment.
A poorly executed closing can invalidate the round or lead to disputes in the next financing round.
Important note:
Request a review of your round
A “funding round template” is only a guide. If you are raising real capital, it should be tailored to the business (stage, investor, structure and goals).
Risks of closing a “poorly structured” funding round
Disputes between founders and investors over poorly defined liquidation preference or drag along rights.
Unplanned dilution in future rounds because there are no anti-dilution clauses or the option pool was miscalculated.
Deadlock at exit due to an unbalanced shareholders' agreement or disagreement over the exit valuation.
The round falls through because due diligence uncovers issues too late (tax, employment, IP or contractual).
Cost of fixing it: restructuring a cap table or renegotiating a shareholders' agreement late in the day costs far more than getting it right from the start.
Need to close your funding round with legal certainty?
We help you prepare a clear, enforceable round: term sheet, shareholders' agreement, due diligence and closing, with a focus on control and on preventing disputes between founders and investors.
All about startup funding rounds
What is a startup funding round?
A funding round is the process by which a startup raises outside capital (from angel investors, venture capital funds or other vehicles) in exchange for shares, convertible debt or instruments such as SAFEs, with rights and conditions agreed between founders and investors.
The key is not just “raising money”: the structure must be enforceable and consistent with the shareholders' agreement, the cap table and the bylaws.
A good round reduces future disputes because it defines rights and mechanisms and leaves evidence.
What documents does a well-structured funding round need?
At a minimum: term sheet, shareholders' agreement, updated bylaws, vesting agreements, due diligence with all issues resolved, and notarial deeds for the capital increase.
If there is no shareholders' agreement, or no clear rules on liquidation preference and anti-dilution, the risk of disputes in future rounds or at exit is very high.
What is a term sheet and why does it matter?
The term sheet is the document that sets out the main terms of the round before the final shareholders' agreement is drafted. It defines the valuation, type of instrument, key rights and conditions precedent.
Although it is not always binding, the terms of the term sheet usually carry straight over into the shareholders' agreement, so negotiating it well is critical.
Can I close a round with a shareholders' agreement template?
As a rough starting point, yes. To close a real round, you should tailor it: type of investor, stage, liquidation preference structure, anti-dilution, drag & tag along and vesting.
What makes the difference:
- Consistency between the shareholders' agreement, bylaws and cap table.
- Investor rights with clear control mechanisms.
- Documented, enforceable founder vesting.
- Closing with traceable registration and cap table update.
How much does legal advice for a funding round cost?
It depends on the startup's stage, the complexity of the round, the number of investors, the type of instrument and the scope of due diligence.
We give you a quote after a brief review of the cap table and the company's legal situation.
How can Molina Law Boutique help with my round?
We prepare the term sheet, shareholders' agreement, due diligence and closing with a practical approach: clear rights, traceability and preventing disputes between founders and investors.
Our style: “operational” rounds, not just rounds that look right on paper. The investor comes in and the founders can keep building.
Book a call (startup funding round)
Official sources
Key legislation, linked to the official text:
- Royal Legislative Decree 1/2010 of July 2, approving the consolidated text of the Capital Companies LawBOE · consolidated text
- Law 28/2022 of December 21 on the promotion of the startup ecosystemBOE · consolidated text
Legislation and links reviewed in .