We understand that start-ups operate under significant financial constraints and for that reason we are pleased to provide a suite of automated legal documentation suitable for use by start-ups at no cost.

You are able to use our BScale Document Generator to create any of the legal documents listed below (the 'BScale Documents'):

  • Subscription and Shareholders’ Agreement
  • Articles of Association
  • Disclosure Letter
  • Founders’ IP Assignment Agreement
  • Website Terms of Use
  • Website Privacy Policy
  • Website Cookie Policy
  • Employment Contract
  • Confidentiality Agreement

You can find a detailed guidance note for these documents here.

Your access to, and use of, the BScale Documents are subject always to the BScale Terms of Use which should be read and considered carefully before you download or use any of the BScale Documents. You should not rely on any BScale Documents as an alternative to obtaining legal or tax advice for your particular requirements. The BScale Documents are provided on an ‘as is’ basis for guidance purposes only, are not intended to be exhaustive and do not amount to legal advice on which you should rely and no solicitor-client relationship arises by your use of the BScale Documents. 

Subscription and Shareholders’ Agreement, Articles of Association, Disclosure Letter

These three documents work together and have been designed to cater for an early stage company looking to raise equity finance from new investors. The documents attempt to balance the typical requirements of early stage equity investors against those of a typical group of founders in the context of prevailing market practices.

The subscription and shareholders' agreement (the 'SSA') and the articles of association (the 'Articles') set out the rights and obligations of the shareholders and the company and govern the shareholders’ relationships with each other and with company. While the provisions of the SSA are expressed to override the Articles, the two documents are complimentary and, in combination, provide the legal infrastructure for governing the company.

Under the terms of the SSA, the founders and the company (the 'Warrantors') agree to provide warranties (contractual promises) to the investors. The disclosure letter is the Warrantors’ opportunity to make ‘disclosures’ of facts, matters and circumstances that would make the warranties untrue and in doing so avoid the possibility of a warranty claim. 

Founders' Intellectual Property Assignment

This document transfers ownership to your company of any intellectual property ('IP') that has been created by a founder prior to the company being established and a service contract being entered into. This document is drafted generically, so it will capture all IP the founder has created that is relevant to the company. This can be important as the IP is likely to be a valuable asset, and won't belong to the company unless assigned to it.

Website Terms of Use, Privacy Policy, Cookies Policy

These documents work together to set out the terms applicable to users of your website, which include required details about your organisation and how users may use the information on your website. Please note that these documents are drafted for a generic website that simply provides information about your company (as opposed to a website that is used for the sale of goods or services or that permits display of user-generated content) and assumes that only limited data is collected from users of your website.

Employment Contract

This is the written agreement between the company and its employees. This contract includes the basic information required by law to be given to all employees on or before they start employment, as well as included some key protections for the employer in relation to confidential information and intellectual property.

Confidentiality Agreement

This agreement can be use where your company is exchanging confidential information with another business. For example, in the context of a proposed investment or M&A activity, or as a precursor to a commercial relationship.

Please note that transaction terms and the priorities and requirements of specific companies, founders and investors will vary considerably. Whilst the terms suggested in the BScale Documents may provide a useful starting point for your requirements, they have not been tailored to the particular circumstances or needs of you, your business or any other person and do not constitute legal advice and do not amount to legal advice on which you should rely and no Solicitor-Client relationship arises by your use of the BScale Documents.