August 22, 2023

How to get a term sheet from an investor: 2023 guide for startup founders

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For startup founders, securing a term sheet from an investor is a pivotal milestone on the road to success. 

In this guide, we’ll equip founders with essential strategies to secure a term sheet from investors. Whether you're a seasoned entrepreneur or just starting your startup journey, these considerations will elevate your chances of raising funds and supporting your venture needs. 

What is a term sheet?

A term sheet is a significant yet non-binding agreement that lays the foundation for a potential investment. It outlines key terms and conditions of the investment deal, setting the stage for subsequent, legally enforceable investment documents. A standard term sheet includes details about:

  • Company valuation
  • Investment amount
  • Deal structure (equity, convertible notes, etc.)
  • Investor rights and governance conditions

Preparing your startup for investment

Effectively preparing for investment involves understanding the investor's role in the process. Investors offer more than just funds; they provide valuable mentorship, strategic guidance, and access to their network. They can be angel investors, high-net-worth individuals providing capital for equity, or venture capitalists investing pooled funds.

Essentially, investors seek startups with growth potential, high returns, a capable team, a unique value proposition, and a scalable business model. We can help you get there by incorporating your business and offering ongoing support for compliance + business ops.

Key steps for preparation

  • Build a compelling business model that showcases your solution to a significant market problem and explains how you generate sustainable revenue.
  • Highlight your team's skills, experience, and cohesion to show that you’re the right people for the job.
  • Create a to-the-point elevator pitch summarizing your business target market, unique selling points, product roadmap, and other key points.
  • Develop a visually engaging investor deck with key information about your startup, aiming to stand out in the eyes of venture capital firms.
  • Provide financial projections including income statements, balance sheets, and cash flow statements, with metrics like CAC, LTV, burn rate, and projected break-even point.


Networking is a vital long-term strategy when gearing up to raise funds. Establishing robust relationships with potential investors fosters trust, mutual respect, and understanding beyond mere financial transactions.

Finding investors

When it comes to startups, making connections that matter is the holy grail. You can find potential investors in various offline and online settings. Attend startup events, conferences, and local meetups for face-to-face interactions, creating a personal impression and building rapport.

Platforms like LinkedIn, AngelList, and industry-specific forums can stand you in good stead for finding the right investor for your business. It’s important to engage with potential investors, participate in discussions, and personalize your messages to show genuine interest.

Pitching your startup

Approaching investors is all about being prepared, genuine, and strategic in your communication. Take the time to research the investor, learn about their investment preferences, and customize your pitch to match their interests.

Investors receive tons of pitches, so keep your pitch concise and compelling. Grab their attention right from the start and make a memorable impression.

Nurturing business relationships

Networking is a journey that extends far beyond the first encounter. It's important to cultivate relationships with potential investors by keeping them updated on your startup's progress, even if they don't initially invest. Who knows, their interest might grow as your business evolves, or they might connect you with other potential investors.

A well-crafted networking strategy not only increases your odds of securing an investor — it also provides invaluable insights and helps you establish connections that can truly transform your startup. 

Key elements

When reviewing a term sheet, it's vital to focus on some key terms that can make a big impact on your startup. These include:

Valuation: A valuation is an estimate of your company’s total value. It's based on factors like your revenue, growth potential, and position in the competitive landscape.

Ownership: Note the percentage of your company that investors will own after the investment. This number is influenced by your valuation and the size of their contribution.

Voting rights: Investors often want a say in company operations if they’re making a financial contribution. Voting rights are typically tied to the investor’s ownership stake.

Board seats: You also need to consider whether to give investors a spot on your company's board of directors. Again, this is usually linked to their ownership stake.

Exits: Last but not least, think about how investors can cash out and realize their returns. This could happen through an IPO, merger, acquisition, or even a sale to another company.

Tips for negotiating a good term sheet

  1. Understand the sheet: Before negotiating, make sure you thoroughly grasp the implications of each clause. Seek guidance from a legal expert or mentor if needed.
  2. Know your valuation: Be ready to provide solid reasons for your company's valuation, including market size, growth potential, and revenue projections.
  3. Understand investor perspectives: Different investors have different priorities. Understand their goals and expectations.
  4. Clarify key terms: Terms like liquidation preference and board composition are crucial. Negotiate them with care.
  5. Prioritize: To get the best deal possible, you should have an idea of what you’re willing to concede and where you draw the line.
  6. Walk away if necessary: Don’t feel compelled to sign a term sheet if it doesn’t feel right for your business.

Mastering the arts of networking and negotiating term sheets is important for any founder seeking to thrive in the startup realm.

As you embark on your entrepreneurial journey, take the time to prepare, be authentic, and seek advice from experienced mentors and legal counsel. Ultimately, with a strategic approach and a focus on building lasting relationships, you can pave the way for a prosperous future for your startup.

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