Fundraising and Investment Agreements
Startup financing topics including J-KISS, investment agreements, shareholders agreements, preferred shares, stock options, and capitalization.
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A curated selection of articles to read first from LegalAgent AI Legal Lab.
Should Founders Set Up an Asset Management Company? Legal Issues to Check Before Moving Your Shares
When a founder moves company shares to an asset management company, a transfer below one-half of fair market value triggers deemed-transfer taxation. We cover how unlisted shares are valued, exceptions in investment and shareholders' agreements, approval of transfer-restricted shares, disclosure in listing application documents, and timing.
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The Angel Tax System and Fundraising: Selling Points for Individual Investors and Designing the Issuance Scheme
Whether a startup qualifies for the Angel Tax System depends on the issuer's requirements and confirmation by the prefectural government. We review the four types, the FY2025 reform's reinvestment and holding periods, and how J-KISS conversion routes affect eligibility.
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Equity Compensation Options: How RS and RSUs Differ from Stock Options
Compare shareholder status, funding, dilution, corporate approvals and tax timing for restricted stock, RSUs and stock options, including the special rules for listed companies and issues for unlisted companies.
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Legal Management of Subsidiaries: Group Company Rules and Internal Controls
A practical guide to approval rules, conflicts of interest, intra-group contracts, internal controls and post-acquisition integration as a corporate group grows.
Read articleFundraising and Investment Agreements articles
Startup financing topics including J-KISS, investment agreements, shareholders agreements, preferred shares, stock options, and capitalization.
Should Founders Set Up an Asset Management Company? Legal Issues to Check Before Moving Your Shares
When a founder moves company shares to an asset management company, a transfer below one-half of fair market value triggers deemed-transfer taxation. We cover how unlisted shares are valued, exceptions in investment and shareholders' agreements, approval of transfer-restricted shares, disclosure in listing application documents, and timing.
Read articleThe Angel Tax System and Fundraising: Selling Points for Individual Investors and Designing the Issuance Scheme
Whether a startup qualifies for the Angel Tax System depends on the issuer's requirements and confirmation by the prefectural government. We review the four types, the FY2025 reform's reinvestment and holding periods, and how J-KISS conversion routes affect eligibility.
Read articleEquity Compensation Options: How RS and RSUs Differ from Stock Options
Compare shareholder status, funding, dilution, corporate approvals and tax timing for restricted stock, RSUs and stock options, including the special rules for listed companies and issues for unlisted companies.
Read articleLegal Management of Subsidiaries: Group Company Rules and Internal Controls
A practical guide to approval rules, conflicts of interest, intra-group contracts, internal controls and post-acquisition integration as a corporate group grows.
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Share Buyback Procedures and Distribution Limits: Purchasing Shares from a Departing Shareholder
A practical guide to shareholder approvals, additional-seller requests, distributable funds, deemed dividends, and the voting and treasury-share consequences of buying shares from a departing shareholder.
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Amending Articles of Incorporation in Japan: Procedures, Registration and Key Provisions
A practical guide to shareholder approval, business purposes, public notices, authorized shares, governance and officer terms, including registration and version control.
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Liability Limitation, Indemnification and D&O Insurance: Preparations Before Appointing Outside Officers
The scope, coverage and approval procedures for liability limitation agreements, corporate indemnification and D&O insurance under Japan's Companies Act, with practical preparations before appointing outside officers.
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Flipping to a U.S. Holding Company: Delaware Incorporation, Shareholders and Contracts
A practical guide to a Japanese startup’s flip to a U.S. holding company, covering transaction structure, shareholder and option rights, tax, foreign exchange rules and continuing operations.
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VC and CVC Fund Formation: Key Clauses of the Investment Limited Partnership Agreement and the Specially Permitted Business Notification
This article covers the investment limited partnership used to form VC and CVC funds: how it differs from an LLP or a Civil Code partnership, the clauses on compensation, key persons and removal of the GP negotiated in the partnership agreement, the requirements for the specially permitted business notification, and what an operating company investing as an LP should check.
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Divorce of a Business Owner and Division of Company Shares: Determining Separate Property and Dividing Assets Without Handing Over Shares
When are a business owner's company shares subject to division of property on divorce? This article explains the determination of separate property, settlement by payment, approval procedures for shares with transfer restrictions, capital gains taxation on division of property, and marital property agreements.
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What Is an SPA (Share Purchase Agreement)? The Structure of the Definitive M&A Agreement and an Overview of Its Key Provisions
An SPA (share purchase agreement) is the definitive agreement in an M&A transaction. This column explains how conditions precedent, representations and warranties, covenants, indemnification and termination work together, how they connect with transfer approval and updating the shareholder register under the Companies Act and with Antimonopoly Act filings, and the order in which a buyer should read the draft.
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How to Build an Anti-Social Forces Screening System: Practical Steps for Companies That Have the Clause but No Process
Even with an anti-social forces exclusion clause, a company is not regarded as having a system without a checking procedure and records. This article covers who to check, when and how, decisions when suspicion arises, and how to build a register that can be shown in an IPO review.
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How Startups Should Choose Outside Counsel: Comparison Points for Incorporation, Fundraising and IPO Preparation
If you start looking for an attorney only after a term sheet arrives, you end up reviewing past share issuances and minutes at the same time. This article explains how to compare outside counsel suited to your company's stage of growth using common criteria: scope of support, staffing, deliverables and fees.
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Legal Agent's company information is listed on FIRST CVC (Japanese)
FIRST CVC's startup company information includes Legal Agent's business model, value proposition, target customers, and its Word add-in service. We confirmed the listing as of August 29, 2026.
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English-Language Contracts for Overseas Expansion: Choosing the Governing Law and Seat of Arbitration, and Provisions Your Team Can Operate
In overseas transactions, dispute resolution provisions are examined in light of where the counterparty's assets are located. We explain the scope of application of the CISG and trade terms, local regulations on matters such as sales territories, and how to manage notice and renewal deadlines internally.
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Labor Data Management and Substantiating Metrics to Support Human Capital Disclosure at Startups
Explaining human capital requires a calculation method and day-to-day labor records to back it up. In light of the expanded publication obligations in 2026, this article examines the difference between statutory disclosure and voluntary communication, consistency with recruitment branding and the management of personal information.
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Carbon Credits and GX Initiatives: Regulation of Environmental Claims and Points to Check in Purchase Agreements
Purchasing credits, reducing emissions, and canceling credits are different procedures. This column explains how to clarify the scope and basis of environmental claims, and how to provide in the contract for transfer on the registry, prevention of double use, and delivery of certificates.
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Investment Crowdfunding and the Financial Instruments and Exchange Act: How It Differs From Purchase-Based Crowdfunding and How to Conduct an Offering
Purchase-based and investment-based crowdfunding differ in the rights supporters acquire and the regulations that apply. This column explains the preparations that remain with the issuer even when using a registered operator, and how issuing shares affects future fundraising.
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Reviewing Joint Venture (JV) Agreements: Designing Ownership Ratios and Exit Provisions
If opinions split in a 50:50 joint venture, by what procedure do decisions move forward? This article reviews the procedures under the Companies Act and the arrangements in a joint venture agreement, including how to handle a party that does not make an additional capital contribution and the terms for buying and selling shares.
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The Legal Schedule for IPO Preparation: N-3, N-2, N-1 and the Audit Certification
How many years in advance should IPO preparation begin? Based on the audit certification for the two most recent periods and the standard review period of the TSE Growth Market, this column considers the order in which to check minutes, the history of shares, and labor and intellectual property issues.
Read articleTrademark and IP Strategy for Startups: Clearance Before Choosing a Name and Choosing the Right Protection
Registering your company name and acquiring a domain does not mean you have secured trademark rights. Starting with clearance before announcing a name, this article considers how to choose between patent filings and confidentiality management, and how to prepare IP documentation for fundraising.
Read articleTrust-Type vs. Paid Stock Options: Taxation and Issuance Procedures
Trust-type refers to the method of delivery and paid to the method of payment, and the two can overlap. This article explains the points to note when checking salary taxation at exercise and the tax-qualification requirements, and when designing fair value valuation, issuance and accounting treatment.
Read articleChoosing Between Bridge Financing and Venture Debt: Contract Points to Check
When considering a bridge as interim funding until the next round, it is important to identify the source of repayment before choosing between additional equity and a loan, and to sort out the constraints under existing contracts and the terms of the covenants.
Read articleConvertible Notes vs. J-KISS: Repayment Obligations, Maturity and Conversion Terms
A loan-type convertible note and a J-KISS, which uses share options, differ in their terms for repayment and conversion into shares. We review the contract and capital policy with two scenarios in mind: the next financing is delayed, or an acquisition is agreed.
Read articleStartup Articles of Incorporation and Corporate Governance Structure: Provisions to Revisit When Raising Capital and How They Divide Roles with the Shareholders' Agreement
At companies still run only by a shareholders' meeting and directors under the articles adopted at incorporation, mismatches with the corporate bodies that an investment agreement requires tend to arise when raising capital. This article explains how to compare the provisions of the articles with the company's actual decision-making structure and revise them.
Read articleCo-Founder Equity Splits and Vesting: Designing Them Together with Buyback Terms on Departure
When a co-founder leaves, who buys their shares, how many and at what price? Decide the vesting terms together with the equity split, and check the company's acquisition procedures and the tax consequences of low-price transfers.
Read articleComparing Startup Legal Support: Ways to Engage Counsel and LegalAgent's Scope of Support
Once financings and hiring overlap and a company enters the stage of managing multiple deadlines in parallel, it needs to consider how to combine per-matter engagements, a retainer, legal outsourcing and in-house hiring.
Read articleHow to Determine Officer Compensation and the Procedures Under the Companies Act
Determining directors' compensation requires confirming the authority based on the articles of incorporation or a shareholders' meeting resolution. This column explains, step by step, aggregate caps and individual allocation, share-based compensation, consent to reductions, the basis for past payments and tax treatment.
Read articleHow to Prepare Minutes of Shareholders' Meetings and Board Meetings: Statutory Items and What Is Examined in Registration and Due Diligence
Shareholders' meetings and board meetings differ in the items to be stated in the minutes, the signature and seal requirements, and the conditions for retention and inspection. This article explains the additional requirements when minutes are attached to a registration filing and the steps to take when defects are found in past records.
Read articleYour First Annual Shareholders' Meeting: How Is the Timing Determined?
The schedule for an annual shareholders' meeting is set after checking the record date in the articles of incorporation and the deadline for sending the convocation notice. This article explains the handling of financial statements and the business report, officers' terms, the requirements for written resolutions, and keeping minutes after the meeting.
Read articleRunning Board of Directors Meetings in Practice: Convocation, Resolutions, Minutes and Written Resolutions
This column checks the convocation period for board meetings, quorum and directors with special interests, and signing and sealing of minutes. It separates written resolutions, which require a provision in the articles, from the report on the execution of duties once every three months, which cannot be omitted, and explains annual operating procedures.
Read articleWhat Is Startup Legal? Outside Counsel and Fundraising from Seed to Series A Explained
If you start looking for past records just before a fundraising round, you may run out of time before the payment date. This article considers the documents to prepare at each stage from founding to Series A, and the work to entrust to outside attorneys.
Read articleWhat Is Financing Through Class Shares (Preferred Shares)? An Overview of Series A Agreements and Procedures
Reading just one of the Series A agreements may not give you the full picture of the terms. Confirm the role of each document and connect it to the articles of incorporation, the resolutions, existing J-KISS, and the design of stock options.
Read articleDesigning the Terms of Preferred Shares: Liquidation Preference, Conversion and Down-Round Adjustment
The liquidation preference multiple and the conversion ratio determine how much shareholders receive in future fundraising and at exit. This article explains how to check the rights and calculation methods for each class and the conversion conditions on listing when reading the schedule to the articles of incorporation.
Read articleWhat Is an Investment Agreement? Key Provisions, Differences from the Shareholders' Agreement, and Points for the Issuing Company to Check
This article explains the points to note in the investment agreement used when a startup raises funds through preferred shares, including the payment procedures, representations and warranties, the share buyback right and damages provisions. It covers the differences from the shareholders' agreement and negotiation practice for reducing the burden on management shareholders as individuals.
Read articleWhat Is a Shareholders' Agreement? Purpose, Key Provisions, Differences from the Investment Agreement, and Post-Signing Operation
This column explains startup shareholders' agreements, including how they differ from investment agreements and key provisions such as matters requiring prior approval, director nomination rights and information obligations. It covers everything from the issues to check before signing to day-to-day operational management and review in subsequent rounds.
Read articleWhat Is a Distribution Agreement? Practical Issues of Distribution on M&A and Deemed Liquidation Clauses
Even when a company is sold, the liquidation preference clause for preferred shares alone does not necessarily determine how the sale proceeds are allocated. We look at who a distribution agreement covers and how it calculates distributions, and work through concrete examples of what each party receives at different sale prices.
Read articlePreferred Share Issuance Procedures: From Amending the Articles and Class Shareholders' Meetings to Registration and Closing
Once the payment date is set, prepare the necessary resolutions and collect documents well ahead of time. Confirm the agenda items in light of the existing shareholders and share acquisition rights, and build updating the shareholder register and filing the registration after the funds arrive into the schedule.
Read articleWhat Are Tax-Qualified Stock Options? The Basics of How They Are Taxed and the Requirements
With free-grant non-qualified stock options, the gain on exercise may be taxed as employment income before the shares are sold. This article reviews tax deferral under tax-qualified options and the requirements on eligible persons, exercise period and annual limit, separating the statutory requirements from actual operation.
Read articleAdvanced Issues in Tax-Qualified Stock Options: Exercise Price, Tax Reform, Overseas Residents and M&A
How do the requirements for tax-qualified stock options apply to your company and the grantees? This article takes up the points where people actually get stuck: calculating the exercise price, granting to overseas residents, reviewing options already issued and handling options in M&A.
Read articleStock Option Issuance Procedures in Practice: From the Shareholders' Meeting Resolution to Registration and Tax Filings
Even after the design of stock options is decided, the procedures of resolution, application and allotment continue. This article explains points to note when combining documents, maintaining the registry, applying for registration within two weeks of the allotment date and submitting the tax statement.
Read articleJ-KISS Conversion (Exercise) Procedures: A Practical Guide to Avoid Scrambling at Series A
When converting J-KISS into shares at Series A, you need not only to calculate the number of shares but also to arrange resolutions, consent forms and payments. Check the difference between exercise and acquisition by the company, and prepare the class shares for conversion and the registration documents.
Read articleHow Far Can You Shorten a Shareholders' Meeting Schedule under the Companies Act?
Omitting the convocation of a shareholders' meeting and adopting a written resolution differ in the scope and method of the consent required. Checking investor approval procedures and registration as well, we build a schedule that can actually be carried out.
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What Startups Should Check Before Signing with CVCs and Corporate Partners
Alliance terms with a corporate partner can restrict sales to other companies or the next financing. We check how far the results of joint development can be used, together with the terms of the investment and the business alliance.
Read articleDesigning Stock Options as Capital Policy: How to Think About the Pool and Who Receives Grants
Stock options are a hiring term and, at the same time, a right that affects the future shareholder structure. It is important to decide the denominator of the pool, who receives grants, and the treatment on departure and acquisition in connection with the capital policy, and to record the reasoning behind each grant.
Read articleWhat Is J-KISS? How It Works, the Valuation Cap, and Its Advantages and Disadvantages
This article comprehensively explains how J-KISS works, the calculation structure of the valuation cap and discount, the main clauses and treatment upon exit, and contractual relationships with existing shareholders. It also details practical steps such as modeling the capital policy and preparing documents before issuance.
Read articleWhen a Startup Should Consult an Attorney about Fundraising
Reviewing past share issuances and minutes takes time. Consult before the investment agreement arrives, and prepare together with the terms of your capital policy and stock options.
Read articlePreferred Share Investment Agreements: The Terms Founders Should Treat as Business Decisions
In a preferred share investment agreement, the distribution in a deemed liquidation and the scope of veto rights affect business decisions after the round. Including preemptive rights and the founders' personal obligations, there are matters worth checking against the business plan and the terms of a future sale.
Read articleAvoiding Stock Option Regrets Before Series A
The stock option percentage alone does not let job candidates judge future value. Check exercise conditions, treatment upon departure and the tax-qualified requirements together with your capital policy.
Read articleLegal Agent's funding was covered by THE BRIDGE (Japanese)
THE BRIDGE covered Legal Agent's funding from ANRI and BoostCapital, and its legal outsourcing business combining generative AI and attorneys.
Open external linkLegal Agent's funding was covered by KEPPLE (Japanese)
KEPPLE's Startup News covered Legal Agent's JPY 50 million funding round and its legal outsourcing business powered by generative AI and attorneys.
Open external linkLegal Agent's funding was covered by STARTUP LOG (Japanese)
STARTUP LOG covered Legal Agent's JPY 50 million funding round, its business, and company information.
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