VC/PE Investment Document Open Source Forms

Enhance Efficiency and Share Wisdom

This set of VC / PC Investment Document Open Source Forms is provided by the Open Source Form Project for free use by all practitioners .

The Open Source Form Project is guided by an Expert Committee composed of senior law firm partners and investment fund general counsels.  Under the guidance of the Expert Committee, working groups of volunteers are responsible for drafting and updating forms for specific investment types and structures. We invite all colleagues to contribute revision comments and suggestions while using these forms.

The first set of VC / PE investment document open source forms is designed for investment using overseas holding structure. We will launch forms for investment using domestic company structure and joint venture structure in the near future.

Why Open Source Forms

  • Enhance industry efficiency

Investment document forms are not only an important tool for practitioners, but also one of the factors determining the efficiency of investment deal process. We believe that open sourcing a set of efficient investment document forms not only can enhance the efficiency of a single lawyer or a single investment deal, but also can enhance the overall efficiency of the industry . The situation of each investment deal is different, and it is not possible or necessary to document all investment deals using a single set of documents, but it will be very useful for the industry to have a set of efficient and flexible forms as common starting points and typical structure of the industry.

For many years, the free investment document forms published by NVCA (National Venture Capital Association of the United States) have been widely used in Silicon Valley investment deals and are instrumental for the VC industry there.  Many of us benefited from NVCA Forms early in our careers, but the NVCA Forms are no longer suitable for the China market.  As the beneficiaries of the NVCA Forms, we have the responsibility to create a set of investment document forms that are more suitable for the China market and more efficient for practitioners to use for free.

  • Share Wisdom

We also believe that the expertise and wisdom of any individual lawyer, no matter how senior she/he is, will be limited, and even excellent forms will be abandoned by users if they cannot keep up with the times.  Therefore, we choose to maintain and iterate these forms in the open source way, and encourage all users to contribute revision comments and suggestions to share wisdom of the industry.  We hope that through open source contributions and rapid iterations, these open source forms can be continuously improved and reflect industrial trends and innovations.

How to Write Efficient Forms

Our objective is to provide a set of investment document forms that are efficient, specifically:

  • Easy to use : Their users can efficiently use them for various common scenarios of investment deal.
  • Easy to understand : Their readers can easily understand the transaction structure and investment terms described there.
  • Easy to Negotiate: Both parties to the deals can negotiate the content of these documents efficiently.
  • Easy to Revise: These documents can be efficiently revised to reflect the changes negotiated by the parties.

In order to achieve the objectives of “easy to use, understand, negotiate, and revise” that we set out, we follow the following principles when drafting these forms:

  • Clear and Logical Structure    The structure of the forms must be clear and directly reflect overall deal structure of a VC/PE investment as well as the logical relationship between its components.  Wherever possible, the content relating to the same subject matter should be reflected in the same section of the investment documents.
  • Flexible and multi-purpose    The forms should be usable for as many deal scenarios as possible through structured flexibility, providing interchangeable “parts” for common deal options, and logical “interface” and extensible “containers” for deal specific contents.
  • Organized Presentation of Information  The information of the documents should be orderly distributed so that readers can understand the structure of the transaction and the substantive terms (such as investment amount, investment proportion, etc.) by reading the main text of the document with ancillary and procedural information reflected in the attachments.  Definitions that affect the reader’s understanding of the context should be defined in the text, while customary general definitions can be defined in the definition sections.
  • Concise and Easy to Understand   The documents should present complex concept block in logical orders with numbering and headings to help reader to understand (and to revise). They should use lists, tables and formulas where appropriate. The style of writing should be concise and easy to understand, describing similar content in a similar manner. They should keep document format consistent.
  • Right Level of Details The document should strike a right balance on the level of details, striving to be comprehensive but not tedious, useful but not excessive.

How to Participate

If you will like to participate in the optimization and iteration of these open source forms, please join our open source community and contribute revision comments and suggestions on structure, content, alternative terms. The leader of the working group will invite contributors who contribute high-quality content to become members of the working group.


February, 2020