Venture Bonsai Legal Framework

The purpose of the Venture Bonsai Legal Framework is to provide a set of ready-to-use documents and a simple process to run a Share Issue to raise private capital for a growth company. The process is in compliance with European Union regulations and related national laws.

This framework is built in such a way that the Share Issue can be arranged within the service as easily as possibly while still following the regulation related to private placements within the European Union. The example documents have been built in such a way that they can modified to meet the minor differences in each national legislation. The example documents are built for companies domiciled in Finland.

Detailed and full version attachments (as referenced in this document) are available to Venture Bonsai customers and partners.

Preparing for the Investment Round

Preparation Phase within Venture Bonsai

The Venture Bonsai service guides you through each step while setting up your investment round. You will upload to the service the official documents mentioned below, have them checked by a Venture Bonsai authorised lawyer and you can start your investment round.

There are also other documents to be uploaded (such as business plan and company brochures) at this stage, but they are not covered by this document.

Resolution of the Shareholders’ Meeting regarding the Share Issue Authorisation

We assume here a model where the Shareholders’ Meeting decides to authorise the Board of Directors to arrange a Share Issue. The authorisation is valid until a certain date. This model enables the Company to run several investment rounds with a single authorisation (each investment round still requires a separate board decision).

Register the Authorisation to the Trade Registry

The authorisation given above needs to be registered into the Trade Registry. The company will receive a Trade Registry Extract with this authorisation. This document will be uploaded to the Venture Bonsai Data Room as part of the round preparation.

Resolution of the Board of Directors regarding Initiation of Share Issue

The Board of Director must always make a decision to start an investment round. We use the so called “book building model” which is a simple model, fitting also the equity crowdfunding process where relatively many investors will invest money in the company. The Book Building model is a process where all the subscription commitments are received during the subscription period, and accepted by the Board of Directors.

Based on the authorisation, the company can now decide on the share issue.

In order to receive your full free copy of Venture Bonsai Legal Framework, please register your company in Venture Bonsai, fill-in the company profile and send us a message! This offer is limited to those European growth companies only which will be loooking for funding within next 12 months.

The full version includes all the example documents and main chapters of the document cover:

Running the Investment Round

• Subscription Commitment
• Shareholders’ Agreement
• Deed of Adherence

Closing the Investment Round

• Resolution on Share Issue
• Releasing the Funds
• Inform the New Shareholders