Open Source Funding Documents

Cooley, one of the top startup law firms, has open sourced the legal documents required to do a Series Seed or Convertible Note financing.

They are available on Cooley’s CooleyGo document generation platform and also on GitHub.

Kudos to Cooley for doing this. We need to make the transaction costs of getting a financing done as low as possible and putting the legal docs into the public domain is a great step forward in doing that.

#entrepreneurship#VC & Technology

Comments (Archived):

  1. Pete Griffiths

    Let’s do it right and have have gitlaw.

  2. Chimpwithcans

    Great idea this. The more we make such legal documents available, the more lawyers will need to show their worth as partners in commercial transactions, rather than as gatekeepers in bureaucracy.

  3. awaldstein

    This is actually a big deal.Thanks for the share.

  4. pointsnfigures

    AMEN! We generate docs using this. An addendum to Fred’s post. Make sure your lawyer actually understands the ins and outs of venture. A lot of lawyers say they do. A lot of them have entered the venture world as part of a gold rush with more financings and higher valuations. But, few really “get it”. I have seen attorneys do stupid stuff, ask for stupid clauses, and run up an incredibly large bill while they learn on your deal. To be honest, it’s possible to do a seed deal with docs like this and not even use attorneys if you know what you are doing.Also, always set your company up as a Delaware C Corp. There is no other option. The answer is always, “Delaware C Corp”. Not an LLC, not another state corporation, not subchapter S, not anything else. Delaware C Corp. You will save yourself a lot of hassle.

    1. Matt A. Myers

      No Canadian corp eh?

    2. creative group

      pointsnfigures:Attorney Joe Wallin had an article four reasons a business should be C-Corp if seeking Venture Capital investments.https://www.lightercapital….But to maintain control of the company built by founders the structure should be more like Sumner Redstone through National Amusements. Is that possible in todays investment landscape?

    3. JLM

      .Delaware has the most fully understood and litigated corporate environment in the US. There is a reason why most public companies are Delaware Corps.A C Corp can accomplish virtually everything a LLC can except for the direct and immediate flow through of losses.Entrepreneurs are urged to contemplate two classes of stock with one exerting voting control over the corporate.There is NO reason to reinvent the wheel.Go read the Delaware Corporate Code. It is easy as pie to understand. In two hours, you are an expert.…If you are moving fast, you can get a DE Corp set up for $8.https://www.delawareinc.comIf you own substantial assets you should consider holding them in individual DE Corps/LLCs.JLMwww.themusingsofthebigredca…

  5. JB

    Did Ted Wang and A16Z not do something similar with the series S docs years ago.

  6. Rob Underwood

    One of my last projects at Deloitte back in 2011-12 was the creation of the Digital Media Center with Bo and the NYC Cooley team, along SVB and Nasdaq. The Cooley folks are top notch — congrats to the team and job well done.

    1. JamesHRH

      My personal accountant charges only for work and not for advice.Lawyers are going to go the other way: advice is expensive and work is DIY.

  7. JimHirshfield

    Freemium Legal as a Service….FLAAS…Freelegalium?

    1. Marie

      There is a vital issue i want to discuss with you,contact [email protected]

  8. ZekeV

    I’ve noticed over the years that Cooley has a few tricks and improvements over base Series Seed which make rounds come together a lot smoother. To the extent it is possible to share those tricks, that is much appreciated. Thanks Cooley!It would have been nice (and perhaps more in keeping with “open source” ethos) for Cooley to contribute these changes back to the original Series Seed project. This seems like kind of a hostile fork since they have not given very prominent credit to Fenwick or the original maintainers. That said, there is still no agreed “standard” document despite the success of the Series Seed brand. So I would say this is fair game, if somewhat sharp play. 🙂

  9. aminTorres

    What would this paperwork had costed if this was not open-sourced?Asking as someone who’s never been written a check by a VC or Angel.

    1. creative group

      aminTorres:Depends upon the law firm the group selects. A round figure would better ne answered by Fred or AVC seasoned VC’s. We do have a couple of lawyers in our mist.Hopefully an answer will be forthcoming.Great question that hopefully will not go unanswered.UNAPOLOGETICALLYUNEQUIVOCALLYINDEPENDENT

  10. creative group

    CONTRIBUTORS:OFF TOPIC ALERT:Travis Kalanick resigns from Uber..What a ride he had.Views positive or negative he changed a space that was the thousand pound gorilla. New York City Limousine Union. One of the toughest in the country. Made paying hundred of thousands for Medallions useless. Made ridesharing affordable. If people think Uber will disappear keep wishing.DISCLOSURE: No Uber holdings to date.

    1. Rick Mason

      I’m not sure I’d want any Uber holdings at this time as they’re dropping by the minute. Travis Kalanick had his problems but I hope entrepreneurs looking for funding pay careful attention to the investors who kicked him out of his own company after he created so much value for them. Running Uber by committee will not be successful. I’m predicting that it will be the biggest destruction of shareholder value since the Apple board fired Steve Jobs.

      1. JamesHRH

        I think there is more merit to your post than most people would care to admit.His greatest failure is not his intensity but his lack of personal growth. He’s a Stage 1 Builder on steroids.Expect Ryan Graves to leave soon too.Garret Camp’s run as 3rd wealthiest Canadian may be short lived.

      2. creative group

        Rick Mason:The majority of seasoned and successful traders (Daytraders) take positions on distressed equites the herd is fleeing.If you didn’t own Uber at entry you would be smart to wait a better entry. If anyone thinks Uber will disappear anytime soon they’re dreaming.Note to the uninformed:The reason Travis Kalanick resigned is because Five Uber investors — Benchmark, First Round Capital, Fidelity Investments, Lowercase Capital and Menlo Ventures — yesterday sent a letter to Kalanick, asking for his resignation. Period.Kalanick will still be on the board and has voting shares with real power. If Uber still falters he will be asked to return like Jobs. (We do realize Kalanick is no Jobs but either are the founders of Google or Facebook).The reason VC money isn’t always good money. Kalanick needed a COO similar to Sheryl.

        1. Rick Mason

          They’re already offering the CEO job to Sheryl Sandberg if you believe news reports and I’m betting that she’s too smart to take it. The next rumored person to be considered by the board is Marissa Meyer who conveniently needs a job;<).

          1. creative group

            Rick Mason:We agree there is no way Sheryl Sandberg leaves comfortable and profitable Facebook (Everyone knows she actually is running the Operations from the start) to unknown territory and a real challenge we feel Sheryl could actually flourish. She is always making the safe decisions.Marissa Meyer will not even get the job offered to her. No way ! No way!To be fair (We always root for Women CEO’s to be successful) Marissa Meyer was positioned when she received the CEO position at Yahoo to really grow the brand. Marissa acquihire’s cost Yahoo more in losses then the other mismanagement decisions. Marissa just wasn’t a great acquirer of talent who wanted to work for her. That was Marissa’s achilles heel. Verizon purchased Yahoo core assets for 4.5 Billion but the new company renamed Altaba will be worth 50 Billion (Alibaba’s shares)? Which is ten times what Verizon paid for it. The investors on that train got wrecked before leaving the station on that one.

      3. JLM

        .Agreeing more with you than you do with yourself. Well played.This is going to be a shit storm of gargantuan proportions.Uber will shed value like a snake shedding its skin. Watch out for the mongoose.One has to believe they’re going to puke up $25B within a month.JLMwww.themusingsofthebigredca…

      4. awaldstein

        This story is not over.

        1. JLM

          .This story is not even at the end of the beginning.JLMwww.themusingsofthebigredca…

    2. JLM

      .A predictable outcome.http://themusingsofthebigre…Uber is now looking for a CEO, #2 (former Emil Michael spot), COO, CFO, CMO, and General Counsel.The brain drain is in addition to substantial dismissals associated with their Bro culture, sexual harem culture.The meltdown is well underway.JLMwww.themusingsofthebigredca…

  11. DJL

    I have mixed feelings. As a entrepreneur I love this idea. If I was a person who made money from this transaction, I would be less excited. I am thinking that one still needs professional legal help to go the last mile. Thanks for sharing!

  12. newman(brad)

    Hi all – I help manage Cooley GO and am responsible for its document automation component, as well as the Cooley fork of Ted Wang’s original Series Seed repository on GitHub, which you can find at… and, respectively.I want to thank Fred for highlighting this initiative, and encourage anyone interested in learning more, including background on the Series Seed project and details about our contributions, to see our introductory post:…We welcome any suggestions to our modifications of the original equity documents, as well as the new supporting documents and convertible note financing documents we’ve added, ideally in the form of issues or pull requests in our GitHub repository.

  13. prankeapple

    Crash in progress, gentlemen.

  14. creative group

    CONTRIBUTORS:OFF TOPIC ALERT!Look for Mobike expanding internationally. UK and US.DISCLOSURE: NO HOLDINGS IN MOBIKE

  15. jason wright


  16. RD Delgado

    Thanks for this, Mr. Wilson. This is a great resource.In addition to the tech start-up focused docs on CooleyGo, does anyone on this thread know if there are similar legal documents available for some common Entertainment Industry activities, e.g. PPM for a film/TV/VR investment, single-picture financing, optioning source material (books, articles, etc.) or life rights, etc.?Entertainment (film, TV, digital, VR/AR, etc.) is going through disruption seemingly on a constant basis. “Making” content has already been democratized with the advent of a DSLR and a MacBookPro. “Distributing” content has been democratized with the internet. And “Monetizing” content is possible via a plethora of direct-to-consumer options, not the least of which are YouTube, Vimeo/VHX, and the latest addition to the party: Amazon Video Direct.Even some of the classically “Hollywood” activities previously squarely within the realm of the Studios are now available with the click of a button (e.g. a complicated aerial shot in a remote location that used to require weeks of planning and permitting–not to mention a helicopter–can now be accomplished with almost-on-demand drones and drone pilots via companies like DroneBase with production value that often approaches or even rivals “Hollywood standards”).But as that DIY community continues to develop their skills, networks, and appetites–and becomes more sophisticated–some of the more “formal” methods of doing business (i.e. ones that require legal docs such as the ones for which I’m searching and those which CooleyGo offers) are going to be increasingly in-demand.Thanks in advance.RD

  17. Website Administrator

    Fred highlighted the principles of equity allocation among founders a few years ago. Is there an open source version of a document that captures these principles?

  18. jason wright