By providing an industry-embraced set of model documents, parties involved in private capital transactions are able to focus their time on the high-level issues of the deal at hand, rather than reviewing hundreds of pages of unfamiliar documents.
Model Document Objectives
- Reflect, and in a number of instances guide and establish, industry norms
- Be fair, avoid bias toward the VC/PE 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 (i.e. unenforceable or unworkable provisions)
- For VC, provide a comprehensive set of internally consistent financing documents
- Promote consistency among transactions
- Reduce transaction costs and time
- These model documents are for informational purposes only and are not to be construed as legal advice for any particular facts or circumstances.
- These documents are provided “as is”, without any warranty, either express or implied, and without liability.
- These documents are intended to serve as a starting point only, and must be tailored to meet your specific requirements.
- 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.
Venture Capital Model Transaction Documents
The CVCA Venture Capital Working Group is responsible for developing and maintaining Canadian venture capital transaction documents.
The Model Documents available on this web page, except as noted below, are Canadian versions of the model documents made publicly available by the National Venture Capital Association (NVCA). CVCA gratefully acknowledges the NVCA for granting permission to use its model documents in Canada.
The CVCA has adopted the NVCA model documents as the Canadian model because the NVCA model documents are widely used in the U.S. and are increasingly used in Canadian venture deals, and therefore have already become standard documents.
Although the NVCA-based Canadian model documents are not the same as the documents historically used in Canada, 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 transactions should diminish significantly as familiarity with the documents increases.
NOTE: These documents have been revised by the Working Group to reflect changes made by the NVCA to the corresponding NVCA model documents in the summer and early fall of 2020.
Private Equity Model Transaction Documents
The CVCA Private Equity Model Transaction Documents Working Group is responsible for developing and maintaining Canadian private equity transaction documents.
Fund Formation Documents
CVCA’s Fund Formation Documents Working Group has Canadianized and annotated the Institutional Limited Partners Association (ILPA) documents listed. While the documents below have been modified for use in Canada, they are not CVCA model documents.