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Startup Investment Term Sheet for Hong Kong

Startup Investment Term Sheet Template for Hong Kong

A comprehensive preliminary document outlining the proposed terms and conditions for an investment in a startup company under Hong Kong law. This document serves as a foundation for negotiation and subsequent definitive agreements, typically including key terms such as investment amount, valuation, share class rights, governance provisions, and investor protections. While generally non-binding (except for specific provisions like confidentiality), it reflects the parties' intentions and forms the basis for more detailed legal documentation, incorporating Hong Kong's regulatory requirements and market practices.

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What is a Startup Investment Term Sheet?

The Startup Investment Term Sheet is a crucial document in Hong Kong's vibrant startup ecosystem, typically used during the preliminary stages of investment negotiations between startups and potential investors. It serves as a roadmap for the proposed investment transaction, outlining key commercial and legal terms while reflecting Hong Kong's legal framework and market practices. The document traditionally covers essential elements such as investment structure, valuation, investor rights, governance provisions, and exit mechanisms. While most provisions are non-binding, it forms the foundation for detailed legal documentation and helps ensure all parties have a clear understanding of the proposed investment terms. This document is particularly important in Hong Kong's dynamic business environment, where it bridges local regulatory requirements with international investment standards.

What sections should be included in a Startup Investment Term Sheet?

1. Parties: Identification of the company, lead investor, and other participating investors

2. Background: Brief description of the company, purpose of investment, and context of the transaction

3. Definitions: Key terms used throughout the term sheet

4. Investment Terms: Details of investment amount, valuation, and share class

5. Capitalization: Pre and post-money capitalization table and share structure

6. Investor Rights: Key rights attached to the investment including voting, anti-dilution, and information rights

7. Board Composition: Structure and composition of the board post-investment

8. Reserved Matters: Decisions requiring investor approval

9. Exit Rights: Provisions regarding liquidity events, tag-along, and drag-along rights

10. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions

11. Binding Effect: Specifying which provisions are binding and non-binding

12. Closing Conditions: Conditions precedent to completing the investment

13. Confidentiality: Confidentiality obligations regarding the terms and negotiations

14. Governing Law: Specification of Hong Kong law as governing law and jurisdiction

What sections are optional to include in a Startup Investment Term Sheet?

1. Founders' Matters: Include when specific commitments from founders are required, such as non-compete and share vesting

2. Corporate Governance: Add when specific governance requirements beyond board composition are needed

3. Future Financing: Include when specifying terms for future funding rounds or participation rights

4. Employee Share Option Pool: Add when establishing or modifying an ESOP as part of the investment

5. Strategic Rights: Include for strategic investors requiring specific commercial rights or partnerships

6. Intellectual Property: Add when IP assignments or specific IP-related conditions are part of the investment

7. Founder Employment: Include when specific terms regarding founders' employment are required

8. Liquidation Preference: Add when including specific terms about liquidation preference structure

What schedules should be included in a Startup Investment Term Sheet?

1. Cap Table: Detailed pre and post-money capitalization table

2. Key Terms Definition: Detailed definitions of technical terms used in the term sheet

3. Reserved Matters List: Comprehensive list of matters requiring investor approval

4. Warranties List: Outline of key warranties to be included in final documentation

5. Conditions Precedent: Detailed list of conditions to be satisfied before closing

6. Use of Proceeds: Breakdown of intended use of investment funds

7. Key Performance Indicators: Specific metrics and targets if tied to investment terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





















































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Relevant Industries

Technology

Fintech

E-commerce

Biotechnology

Healthcare

Artificial Intelligence

Software Development

Green Technology

Consumer Products

Digital Media

Education Technology

Internet of Things

Renewable Energy

Manufacturing

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Company Secretarial

Business Development

Strategic Planning

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Director

Investment Manager

Venture Capital Partner

Private Equity Manager

Corporate Lawyer

Investment Banker

Startup Founder

Company Secretary

Chief Legal Officer

Business Development Director

Financial Controller

Investment Analyst

Corporate Development Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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