Series A Transaction: Full Documentation for a SaaS Company
End-to-end Series A documentation for a ₹45 crore round — SHA, SSA, employment agreement revisions, IP assignment audit, ESOP scheme amendment, and regulatory filings under FEMA and the Companies Act.
Practice Areas Involved
The Challenge
A Gurgaon-based B2B SaaS company raised a ₹45 crore Series A from a domestic venture fund and a Singapore-based co-investor. The founders had previously raised a small angel round from five individual investors using a simple shareholders' agreement drafted without legal involvement — the angel SHA contained several provisions inconsistent with a standard institutional round, including an anti-dilution clause drafted as full ratchet (rather than weighted average) and an information rights clause that gave individual angels rights that would conflict with the institutional investor's information rights regime.
Additionally, the company's IP ownership was inadequately documented: two of the three co-founders had never signed an IP assignment deed, and one key piece of technology had been developed in part by a contractor whose work-for-hire agreement was silent on IP ownership.
Our Approach
We structured the Series A documentation to address the angel SHA legacy issues simultaneously with the institutional investment terms. The angel SHA was amended as part of the Series A closing conditions, converting the full ratchet anti-dilution to broad-based weighted average and restructuring information rights into a tiered framework consistent with institutional norms.
The IP audit resulted in three remediation actions before closing: IP assignment deeds executed by both co-founders, a supplemental agreement with the contractor assigning IP developed under the prior engagement, and a search of patent and trademark databases to confirm no third-party IP exposure. The ESOP scheme was amended to incorporate a four-year vesting schedule with standard leaver provisions consistent with the SHA's good leaver/bad leaver definitions.
FEMA documentation — FC-GPR for the Singapore co-investor's CCPS subscription — was prepared in advance of closing to allow same-day filing after money received.
The Result
The Series A round closed on schedule with all pre-conditions met. The IP audit completed clean. The amended ESOP scheme and co-founder employment agreements were in place at closing. FEMA filings were completed within five working days. The company's cap table, governance structure, and employment documentation are now institutional-grade and Series B ready.
Key Lessons
- ◆Angel round documentation, however simple, must be drafted with institutional round compatibility in mind — full ratchet anti-dilution in particular is almost always renegotiated at Series A, adding friction and cost.
- ◆IP assignment by all founders and co-founders must be completed at incorporation — not deferred until a due diligence process discovers the gap.
- ◆Contractor work-for-hire agreements must explicitly assign IP ownership — silence on IP in a contractor agreement typically leaves ownership with the contractor under Indian law.
- ◆Parallel FEMA documentation preparation allows closing and regulatory filing to occur in the same week — critical for foreign co-investors with deployment timelines.
Facing a similar challenge?
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