Estonian government initiative Startup Estonia has updated 29 free model legal documents used by startups and investors, revising agreements for fundraising, employee options and intellectual property. The new versions were published in September 2026.
The model documents, drafted by Estonian law firms and promoted with the Estonian Private Equity and Venture Capital Association, are intended as a starting point for founders and investors negotiating company-specific terms. The package spans founders’ agreements, employment contracts, confidentiality agreements, due diligence and both debt and equity financing.
Vaido Mikheim, head of Startup Estonia, said the templates help young companies reduce the cost of getting basic agreements in place. “The model document package published on the Startup Estonia website contains 29 essential agreements and documents that startups and investors need most,” he said.
Legal documents for fundraising and share options
So what has changed? The revised Option Agreement accounts for part-time employment when setting vesting terms. Companies can specify whether options are exercised only when the company is sold or during a defined period after vesting. With the company’s consent, the exercise price may also be settled with shares or, in a sale, from the proceeds rather than in cash. The option and shareholders’ agreements clarify what happens when founders or employees leave, while non-compete and non-solicitation provisions have been updated.
New additions include a simple share purchase agreement for transfers without notarisation where the law permits it, and two Estonian versions of the Simple Agreement for Future Equity, one with a valuation cap and one using a discount. The collection also includes term sheets, convertible loan agreements, an equity investment agreement and a due diligence checklist for investment in an Estonian startup.
AI, cybersecurity and sanctions enter the templates
For the first time, the investment agreements’ representations and warranties and the due diligence checklist address artificial intelligence, cybersecurity and sanctions. Revised IP agreements also deal with intellectual property created with AI assistance. The collection now offers both simple and comprehensive IP assignment and licence agreements.
Antti Perli, a partner at Ellex Raidla who led the update, said the revisions address problems lawyers encountered when using the earlier documents. “They are used by both newly established startups and unicorns,” he said. He argued that regular use makes shortcomings visible and that the documents need updating at least every three years. Startup Estonia first published the package in 2017 and last updated it in 2023.
The templates are free to download, but Startup Estonia advises users to adapt them to their circumstances. Neither the agency nor the participating law firms presents the documents as legal advice for a particular transaction.
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