Closing a seed round: term sheet to wired funds

Closing a seed round takes two to six weeks after the term sheet is signed. The choreography is confirmatory diligence, legal drafting on NVCA or Series Seed forms, signature pages in escrow, Delaware filing, then wires. Most deals that die post-signature die in one of four predictable places, and three of the four are preventable in the first 72 hours.

A signed term sheet is not a closed round. Roughly 5-10% of seed deals collapse between term-sheet signature and wire, and the founders who lose those deals almost always lost them in the first week of the close window.

The good news: the 30-45 day exclusivity period that Cooley recommends in Cooley GO's negotiating term sheets guide is enough time if you treat the close as an operational sprint, not a legal handoff. Below is the choreography, the four places it breaks, and the pushback script when the lead starts slipping the timeline.

The seed round close process: a 7-step timeline

Treat the post-term-sheet window as a parallelized project plan, not a serial waterfall. Here is the sequence that fits into a standard 30-day exclusivity:

1. Day 0 (term sheet signed). Send the lead's counsel a clean data room link within four hours. Engage your own startup counsel the same day if you do not already have one engaged.
2. Days 1-3 (diligence opens). Lead's counsel and any co-investors begin confirmatory diligence: cap table, IP assignments, employee equity grants, customer contracts, prior SAFE conversion math.
3. Days 4-10 (first legal turn). Lead's counsel circulates a first draft of the Preferred Stock Investment Agreement, the Amended and Restated Certificate of Incorporation, and ancillary documents. The first turn is intentionally bracketed; do not redline as if it were a final.
4. Days 10-18 (negotiation). Two to three rounds of redlines between counsels. Founder and lead partner step in only on the handful of business points that survive to the founders' desk.
5. Days 18-25 (signature pages). Counsel circulates near-final docs and signature pages. Investors execute Investor Suitability Questionnaires.
6. Day 26-28 (closing checklist). All parties sign in escrow. Company files the Amended and Restated Certificate of Incorporation in Delaware.
7. Day 28-30 (wires). Investors wire against the wiring instructions issued by the company. Funds hit the operating account, board consent passes, the round is closed.

If you compress this to 14 days because the lead pushes hard, you are signing documents you have not read carefully. If it stretches past 45, something in §3 is going wrong.

What documents get signed at a seed round close

The signing-documents seed round bundle is shorter than founders expect, but every line matters. The Cooley Series Seed package and the NVCA model forms cover the same five core docs, per Cooley GO's Series Seed Equity Financing Package:

The fastest closes use NVCA model documents or the Series Seed package without bespoke rewrites. Per Cooley GO on the NVCA financing documents, these forms exist precisely to allow parallelized drafting between counsels who have seen them a hundred times. If your lead's counsel insists on starting from a custom form at seed, that is a yellow flag.

The four places seed deals die after the term sheet

Most failure-mode lists treat post-term-sheet collapse as random. It is not. There are four discrete patterns, ranked by how often they show up in the first month of the close window.

1. Diligence surprises. A founder forgets to disclose an old advisor with a 2% verbal grant, an unsigned IP assignment from a contractor, a side-letter from a friends-and-family SAFE. The lead's counsel finds it on day six. Trust evaporates. Fix: do your own diligence on yourself before the term sheet is signed. Pull every contract, every grant, every SAFE side letter, and put them in the data room day zero.

2. Counsel disputes. Your counsel and the lead's counsel disagree on a protective-provisions list, a drag-along carve-out, or a vesting acceleration trigger. They escalate, the partners get pulled in, and a small disagreement burns a week. Fix: insist on starting from NVCA or Series Seed forms, and tell both counsels in writing on day one that any redline outside the model is a partner-level escalation requiring founder sign-off.

3. Cap-table last-minute changes. The founders decide to grant a co-founder an extra 1.5%, or a friends-and-family investor demands their SAFE convert at a different cap than originally agreed. The lead reopens the pre-money math. Fix: freeze the cap table the moment the term sheet is signed. Any grant, conversion, or side letter waits until post-close.

4. Co-investor ghosts. The lead committed for 60% of the round. The follow-on syndicate that was "soft-circled" goes dark when it is time to wire. Suddenly the lead is being asked to upsize or the round shrinks. Fix: get every co-investor's counsel engaged in week one, not week three. If a co-investor will not introduce their counsel by day seven, they are not real.

How to push back when a lead stretches diligence

Diligence drift is the most common form of slow-motion deal death. The lead's exclusivity is running, you cannot talk to other investors, and every "we just need a few more days" costs you optionality.

The 56% post-seed founder ownership figure from Carta's Founder Ownership Report 2026 drops to ~36% by Series A. Every week of delay at seed is a week you are not building toward the metrics that protect your equity at the next round. That is the leverage you have, and you should use it.

Use this script when day 21 of a 30-day exclusivity arrives with no docs in sight:

Subject: closing checklist + week-of-X plan

Hi [PARTNER],

Quick sync on close timing. We're at day 21 of the 30-day exclusivity.
Outstanding from your side: [SPECIFIC ITEM 1], [SPECIFIC ITEM 2].
Outstanding from ours: nothing on the diligence list as of [DATE].

I want to hit the original close date so we can get back to building.
Can your counsel commit to a turn of the SPA by [DATE + 3]? If
something has changed on your end, I'd rather know now than work
backward from a missed date.

Happy to jump on a 15-minute call today or tomorrow if useful.

[YOUR_NAME]

The tone is operator-to-operator: you are not begging, you are project-managing. The specific outstanding items force the partner to either deliver or admit a problem. If the response is vague reassurance with no new dates, you have a real problem and need to start preparing for an exclusivity expiration.

A signed term sheet is a 30-day option, not a closed round. Treat every day of the exclusivity window like it costs you something, because it does.

What to do in the 72 hours after term sheet signature

If you do nothing else from this guide, do this checklist in the first three days. It is where 80% of closing problems get prevented.

• Engage your counsel formally. Send the engagement letter, pay the retainer, get them on the deal email thread.
• Open the data room to the lead's counsel. Cap table, IP assignments, all SAFE and convertible note documents, employee equity grants, top 10 customer contracts, any litigation history.
• Reconcile your cap table. Confirm every share, option, SAFE, and warrant matches your records and Carta (or your equivalent). Discrepancies surface in week two if you do not catch them now.
• Identify every co-investor and their counsel. Send a single "welcome to the round" email with the data room link and your counsel's contact info.
• Freeze new equity issuance. No new grants, no new SAFEs, no advisor agreements until the round closes.

If you are running multiple rounds back to back or want a system that tracks the close checklist by stage, tools like Causo keep the document workflow and investor communications synchronized.

FAQ

How long does it take to close a seed round after signing a term sheet?

Two to six weeks is standard. Cooley GO recommends a 30-45 day exclusivity window, which is generally enough to finish confirmatory diligence and legal documentation. Anything past 45 days without a clear blocker is a sign the lead is wavering.

What documents are signed at a seed financing close?

The Term Sheet, Amended and Restated Certificate of Incorporation, Preferred Stock Investment Agreement, Investor Suitability Questionnaire, and a Board Consent. If you use NVCA model forms or the Cooley Series Seed package, the parallel drafting cuts weeks off the timeline.

What is the closing day process for a seed round?

Counsel circulates final signature pages, founders and investors sign in escrow, the company files the new Certificate of Incorporation in Delaware, and investors wire funds against finalized wiring instructions. Closing day itself is mostly administrative if the prior two weeks went well.

What happens after a term sheet is signed?

Confirmatory diligence opens immediately, your counsel begins drafting the long-form documents, and the lead's counsel circulates a first turn within roughly a week. The exclusivity clock starts ticking, so any data-room gap or cap-table issue should be fixed in the first 72 hours.