Odin Legal Documents

Inspired by the simplicity of Y Combinator’s SAFE agreement, we have worked with our lawyers, RW Blears, to create a suite of free to use legal documents for founders and investors. They are all under English & Welsh law, but can be used by founders anywhere, subject to a local legal review.

These document allow you to secure money in the form of a loan, or advance funds for future equity, from investors.

Please make sure a lawyer reviews the documents before you sign. If you need a good legal firm Ollie Blears, Frank Daly and the entire Blears team are world class.

Odin UBLA

Unsecured Bilateral
Loan Agreement

  • ‍The simple loan agreement is intended for UK company - UK investor and UK company - Overseas investor.
  • Placeholders for factual data entry are marked in blue.
  • If the lender is overseas (i.e. non-UK) and if the loan is interest bearing and longer than a year in term, a UK 20% withholding tax will apply on the value of interest payments.
  • R.e. European to European / US to US, the document will need a quick blessing from a local lawyer to check enforceability/tax, but should work in principal. The governing law in the document is the UK, but the parties will likely want non-exclusive jurisdiction (not UK exclusive), so some adjustments will be required.

Download the Odin UBLA

Odin ASA

Advanced Subscription Agreement
(for future equity)

  • This Advanced Subscription Agreement allows founders to raise funding from investors in that will be issued as equity in future - similar to a Y Combinator SAFE agreement.
  • Unlike a SAFE agreement, it allows UK founders to raise EIS and SEIS compliant funding via advanced subscription. This means you can close funding from investors without pricing your round, but your investors don’t lose their tax relief.
  • Placeholders for factual data entry are marked in blue.The ASA includes both discount rate + valuation cap wording but either one can be removed for as desired for a particular funding round.
  • If a company is raising S/EIS funds via an ASA then the recommended long stop date is no more than six months from date of ASA.
  • Additionally, “Next Round Shares” would need to be ordinary shares and not “the most senior class” in order to qualify for S/EIS.
Download the Odin ASA