Term sheet review
A clause-by-clause review showing what each term means for your stake, control and payout, with a negotiation markup.
- Valuation & option pool
- Liquidation preference
- Anti-dilution & vetoes
- Exclusivity & binding clauses
Global Vision Law Firm advises founders, startups, angel investors and funds on every stage of a deal: term sheets, due diligence, share subscription and shareholders' agreements, FEMA compliance for foreign money, ESOPs and exits.
Enter the round terms from your term sheet. The cap table updates instantly.
From a founder's first angel cheque to a fund's exit, we draft and negotiate the documents that decide who owns what, who decides what, and who gets paid first.
A clause-by-clause review showing what each term means for your stake, control and payout, with a negotiation markup.
Share subscription and shareholders' agreements, articles of association and the instrument terms.
Entry route, sectoral caps, pricing rules, Press Note 3 checks and RBI filings for foreign investors.
ESOP schemes, founders' agreements, vesting and IP assignment, set up before investors ask.
Legal diligence on the target's cap table, past rounds, contracts, IP, compliance and litigation.
Structuring and documents for angel funds, VC funds and family offices, including SEBI AIF registration.
Minority growth investments, structured deals and control buyouts of established businesses.
Secondary sales, buy-backs, strategic sales and IPO-readiness, including drag and tag rights in action.
Most problems in a Series A start at the angel round: a missing IP assignment, an unclear note, a promise in an email. Here's what each stage needs.
Your percentage on the cap table isn't what you'll be paid at exit. The liquidation preference decides how sale money is split, especially if the company sells for less than hoped.
Try it: set a modest exit value and switch between a 1x non-participating and a participating preference. The difference for founders can be large.
Simplified: one investor, no cap on participation.
The rules around raising money have changed a lot since 2025. These are the changes we see in almost every round.
Land-border country investors are now judged against a 10% beneficial ownership threshold, with extra reporting for smaller holdings. Cap tables with Chinese or Hong Kong LPs need a fresh look.
Recognition now covers companies up to 10 years old with turnover up to ₹200 crore, with a new Deep Tech category (20 years, ₹300 crore) and limits on how raised funds can be used.
SEBI's AIF amendments let angel funds raise money only from accredited investors and removed the scheme structure, changing how syndicates and angel networks invest.
Section 56(2)(viib) no longer applies to share issues from 1 April 2025. Valuation reports are still needed for Companies Act and FEMA compliance.
These are the questions founders and investors bring to us most often.
The right PE/VC lawyer protects your position without slowing the deal down.
Dilution, preference and payout at exit should be shown to you, not just described.
Knowing which terms are standard and which are aggressive saves you from fighting the wrong battles.
Foreign money brings pricing, reporting and Press Note 3 rules. They should be part of the deal, not an afterthought.
A lawyer can't act for both founders and investors in the same round. Ask who they represent.
Term sheets come with deadlines. Look for quick, clear turnarounds.
Funding rounds have a known scope, so the fee for the round should be clear up front.
A PE/VC lawyer advises founders or investors on a funding round: reviewing and negotiating the term sheet, running or responding to due diligence, drafting the share subscription and shareholders' agreements and the terms of the shares or convertible instruments, handling Companies Act and FEMA filings, setting up ESOPs, and later negotiating secondary sales and exits.
Most of a term sheet is non-binding and only records the agreed commercial terms. Clauses on confidentiality, exclusivity (no-shop), costs and governing law are usually made binding. The binding investment terms come later in the share subscription and shareholders' agreements.
Priced rounds usually use compulsorily convertible preference shares (CCPS), which carry investor rights and convert into equity later. CCDs and iSAFE notes are common for early or bridge money where valuation is deferred. Convertible notes are available to DPIIT-recognised startups. The right choice depends on the investor's residence, the stage, and tax and FEMA treatment.
No. The Finance Act, 2024 removed the angel tax provision in Section 56(2)(viib) with effect from 1 April 2025, for both resident and non-resident investors. Valuation reports are still needed for Companies Act and FEMA purposes.
Yes. A DPIIT-recognised startup can issue convertible notes to non-resident investors under the FEMA rules, for at least ₹25 lakh in a single tranche, convertible into equity or repayable within 10 years. Sectoral FDI conditions and land-border country restrictions still apply.
A liquidation preference lets an investor recover a set multiple of its investment, usually 1x, before other shareholders receive anything on a sale or winding up. With a non-participating preference, the investor takes either that amount or its share of the proceeds, whichever is higher. With a participating preference, it takes both, which leaves less for founders.
It protects an investor if a later round is priced lower than theirs (a "down round") by adjusting their conversion price. Broad-based weighted average protection is common and moderate. Full ratchet protection reprices the investor completely to the new lower price and can heavily dilute founders.
Investors often ask for the ESOP pool to be created or topped up before their money comes in. That means the pool dilutes only existing shareholders, which effectively lowers your pre-money valuation. Use the calculator at the top of this page to see the difference.
A clean seed round can close within a few weeks of signing the term sheet. Larger rounds with full due diligence, foreign investors or a cap table clean-up take longer. Most delays come from missing past filings or documents, so getting your records in order early speeds things up.
Share where you are in the deal. We'll call you with what to watch for, what the documents should cover and a fixed quote for the round.
Disclaimer: As per the rules of the Bar Council of India, Global Vision Law Firm does not solicit work or advertise. This page gives general information about private equity and venture capital law in India as of November 2026. It is not legal advice and does not create a lawyer–client relationship. The calculators are simplified illustrations; actual dilution and payouts depend on the full terms of your documents. Related: Corporate & Commercial · Mergers & Acquisitions · FEMA · Corporate Compliances · Contact
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