# NVCA Stock Purchase Agreement Review Checklist[^about]

A clause-by-clause reviewer checklist for NVCA-style stock purchase agreements covering parties, securities, price terms, closing structure, and dispute process.

## Parties {#parties}

- [ ] **Company identified by full legal name** (Required) — Confirm the company is named by its full legal name. The company is the issuer of the securities, so a wrong or incomplete name can put the share sale, representations, approvals, and closing obligations on the wrong entity. [#identify-company]

- [ ] **Investors named** (Recommended) — Check that each investor is identified by name. The purchaser of record should be clear enough to match share issuance, payment duties, and investor-specific rights to the correct party. [#identify-investor]

- [ ] **Schedule of purchasers included or incorporated** (Required) — Look for a schedule of purchasers, either attached to the agreement or incorporated clearly by reference. In a multi-investor financing, that schedule is the allocation record for each investor's share amount, purchase amount, and closing obligation. [#schedule-of-purchasers]

## Securities {#securities}

- [ ] **Preferred stock series named** (Recommended) — Confirm the agreement states the series designation for the preferred stock being sold. The series name ties the purchase to a defined class of securities and to the rights, preferences, and privileges in the charter documents. [#designate-series]

## Purchase Price {#purchase-price}

- [ ] **Purchase price per share stated** (Required) — Verify that the agreement states the purchase price per share. This is a core economic term; without it, the consideration for the securities is not definite. [#set-purchase-price]

- [ ] **Par value per share stated when useful** (Optional) — Check whether the agreement states the par value per share. Including it can help align the purchase mechanics with the company's charter and capitalization records, especially when the reviewer is reconciling the agreement against corporate approvals. [#state-par-value]

## Closing {#closing}

- [ ] **Closing structure specified** (Recommended) — Confirm the agreement explains whether the financing has one closing or allows additional closings. The closing structure controls when purchase obligations mature and whether later purchasers can join the same financing process. [#specify-closing-structure]

## Governing Law and Dispute Resolution {#governing-law-and-dispute-resolution}

- [ ] **Dispute-resolution mode selected when intended** (Optional) — Check whether the agreement chooses a dispute-resolution path, such as court litigation or arbitration. A clear choice reduces procedural uncertainty if the company and investors later disagree about the financing. [#select-dispute-resolution-mode]


[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-19. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for NVCA-style venture financing stock purchase agreement coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship.