Venture capital and startup lawyers in Chile: investment rounds
In an SpA, a priced round closes when the company increases its capital, the investor subscribes and pays for the shares and is entered in the shareholder registry; the shareholders’ agreement sets how the company is governed from that day on. We work the round from the structure before it to the closing, for the company or for the investor.
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What the service is
Legal work on a startup’s financing, from the first SAFE to a priced round and an exit: corporate, contractual, tax and regulatory aspects handled as one transaction. For the company, the deliverable is a round closed on documents that the next investor’s due diligence will not reopen. For the investor, it is a position whose rights are written where they can be enforced.
How we work it, in five stages
Structure before the round
We review the company as an investor will: the type of entity and its bylaws, the shareholder registry, who owns the trademarks and the code, and whether the founders have vesting in place. We form the SpA or holding when needed and, when the investor requires it, run the flip to Delaware or another jurisdiction.
Instrument and term sheet
SAFE, convertible note or priced round, chosen for the stage and adapted to Chilean law. We negotiate the term sheet: valuation, liquidation preference, anti-dilution, board seats, reserved matters and transfer restrictions.
Due diligence
For the company, we organize the data room and anticipate findings. For the investor, we review corporate, contracts, intellectual property, labor, tax, regulatory and litigation, and translate each finding into a condition, a warranty or a price adjustment.
Documents and closing
Capital increase and bylaw amendment, subscription agreement, shareholders’ agreement, and the entries in the shareholder registry. We coordinate the closing and follow the conditions that remain open after it.
After the round
Stock option plans for the team, board and reporting rules, the next rounds, and the exit: strategic and secondary sales, drag-along and tag-along, earnouts and holdbacks.
What the company or the fund receives
- For the company: a review of its structure before the round, with the gaps an investor will find and how to close them.
- For the company: the round’s documents (instrument, bylaws, subscription, shareholders’ agreement) consistent with each other and with the registry.
- For the investor: a due diligence report organized by risk, with the contractual treatment proposed for each finding.
- For a fund: the formation of a private investment fund under Law 20.712, with its internal rules and policies.
- When the startup provides financial services under Law 21.521, the round’s conditions usually depend on the CMF authorization; that step is covered by our CMF registration service.
The legal context is in the guides: how a venture capital round is put together in Chile, SAFE or convertible note, founder vesting in an SpA, the shareholders’ agreement and forming an SpA.
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