Model Venture Capital Transaction Documents

The CVCA Model Documents Working Group is responsible for developing and maintaining model Canadian venture capital transaction documents under the supervision of the CVCA Model Venture Capital Transaction Documents Committee.

Working Group Members

Chair: Gary Solway (Bennett Jones LLP)

Jesslyn Maurier (Bennett Jones LLP)
Mireille Fontaine (formerly of Gowling Lafleur Henderson LLP)
Ed Vandenberg (Osler, Hoskin & Harcourt LLP)
Pascal de Guise (Borden Ladner Gervais LLP)
Brian Lenihan (Choate Hall & Stewart LLP)

The CVCA’s Model Venture Capital Transaction Documents available on this web page are Canadian versions of the model documents made publicly available by the National Venture Capital Association (“NVCA“) of the United States.  The CVCA gratefully acknowledges the NVCA for granting permission to use its model documents in Canada.

The NVCA versions have been changed only where necessary to conform to Canadian law.  In addition, footnotes have been added to explain differences between U.S. and Canadian law and practice.  Blacklines showing the differences between the NVCA and CVCA documents are available on this web page.  Also available on this web page is a Conversion Guide which shows certain words that were changed to reflect different Canadian terminology.

The CVCA decided to adopt the NVCA model documents as the Canadian model because NVCA model documents are widely used in the U.S. and are increasingly used in Canadian venture deals, and therefore have already become the standard documents.

Although the new Canadian model documents are not the same as the documents historically used in Canada (e.g. there is no unanimous shareholders agreement in the new model documents), most of the basic terms are the same or similar.  There will be some learning for those using these documents for the first time, but the time spent on subsequent deals should diminish significantly as familiarity with the documents increases.

The model documents aim to:

  • Reflect, and in a number of instances guide and establish, industry norms
  • Be fair, avoid bias toward the VC or the company/entrepreneur
  • Present a range of potential options, reflecting a variety of financing terms
  • Include explanatory commentary where necessary or helpful
  • Anticipate and eliminate traps for the unwary (e.g. unenforceable or unworkable provisions)
  • Provide a comprehensive set of internally consistent financing documents
  • Promote consistency among transactions
  • Reduce transaction costs and time

The model documents do not attempt to address any cross-border tax, regulatory or other legal concerns that may be applicable to non-Canadian investors investing in a Canadian corporation.

The Working Group that developed the Canadian model documents available on this web page will continue to monitor developments in the U.S. and Canada to determine whether any changes need to be made to the documents.

Users of the documents are encouraged to send comments or suggestions to the Working Group Chair, Gary Solway, at or to the Lead Author of the document to which the comment or suggestion relates.

Model Venture Capital Transaction Documents:

Currently, these model documents are available in English only.


Term Sheet Blacklined Version

Share Purchase Agreement | Blacklined Version

Articles of Incorporation/ Amendment Blacklined Version

Right of First Refusal and Co-Sale Agreement | Blacklined Version

Voting Agreement | Blacklined Version

Investors’ Right Agreement | Blacklined Version

Management Rights Letter | Blacklined Version

Indemnification Agreement | Blacklined Version

Opinion | Blacklined Version

Conversion Guide