Startup Estonia publishes new documents for startups

In order to make the lives of startup entrepreneurs easier and help them save costs, Startup Estonia, in cooperation with Ellex Raidla and other leading Estonian law firms, has created model legal documents.

The Startup Estonia online template package includes, for example, a model founders’ agreement to help startups think through the roles of founders and determine the size of shareholdings, as well as what happens when a founder leaves the company. In addition, there are documents to help with investment raising in the form of convertible loans as well as share issue. The model documents also include model employment and share option agreements and a model intellectual property transfer agreement and confidentiality agreement for technology companies.

Ellex in Estonia Partner Antti Perli, who was responsible for the updating and improvement of the documents, said that the updates took into account the changes in legislation and best practices of the field over the past three years. “For example, we have published a new employment contract that takes into account the latest amendments to the Employment Contracts Act. We have created a version of the convertible loan agreement that is also suitable for engaging an individual investor. We made significant changes to the intellectual property transfer and licensing agreement to better reflect the distribution of intellectual property in real life. We made a new version of the cap table which is easier to use for the entrepreneur in the early stages. We have added a version of the confidentiality agreement that can be used in cases where business secrets are mutually shared by both parties. We transferred several provisions from the articles of association of the investee company into the shareholders’ agreement to reduce the need to translate changes made during the negotiations into Estonian and English in parallel.”

In addition to Ellex Raidla, law firms Cobalt, Eversheds Sutherland, Hedman Partners, TGS Baltic, Sorainen and Triniti participated in the preparation of the sample documents. Njord and Fort Legal contributed to the drafting of the documents.

The package of documents is available to download free of charge on Startup Estonia’s website.

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Antti Perli
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