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Voting Agreement (Series A)
Locks in the Series A board composition and a drag-along right so a qualified majority can deliver a clean sale of the company.
What is a Voting Agreement?
A Voting Agreement (Series A) is the stockholder agreement that locks in the Series A board composition and a drag-along right so a qualified majority can deliver a clean sale of the company.
The company, the lead and other Series A investors, and the key common stockholders (founders and other significant common holders) sign it at the Series A closing.
Voting Agreement template, current for 2026
The drag mechanics are current for 2026. There are separate Board, Preferred-majority, and Common-majority triggers, hard caps on founder-only representations and indemnity (a proceeds cap), an express carve-out from post-closing non-competes and non-solicits beyond what a signing party voluntarily agrees to, and an execution block that accepts electronic signatures and remote notarization.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Voting Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Full legal name of the company? Use the exact Delaware charter name. Punctuation matters for enforceability.
- State of incorporation? Delaware is standard for venture-backed C-corps; governing law defaults to this state unless you change it below.
- Effective date of the Voting Agreement? Normally the Series A closing date shown on the Stock Purchase Agreement.
- How should we refer to this financing internally? Used in the recitals so the document ties cleanly to the SPA.
- Total size of the board after closing? Odd numbers avoid deadlock. Series A boards are most commonly 3 or 5 seats.
- How many Common Director seats? Elected by the holders of a majority of the common stock. Typically includes the CEO seat.
- Who designates the Common Directors? Usually the founders acting as a majority of common, sometimes named explicitly.
- How many Preferred Director seats? Elected by the Series A Preferred. One seat for the lead is typical; two if you have a co-lead.
- Who designates the Preferred Director(s)? Name the specific fund or 'a majority of the Series A Preferred'. This controls who can appoint and remove the seat.
- Include a Mutual/Independent director seat? A jointly-selected independent seat is common on 3-seat boards and encouraged by lead investors.
- Selection criteria for the independent director? Common formulation: 'mutually agreed by the Common Directors and the Preferred Directors, with relevant industry experience and no affiliation with any party.'
- Grant a board observer to the lead investor? Standard for major investors who did not take a seat; usually addressed in the Investor Rights Agreement but often referenced here.
- Common vote threshold to trigger the drag? The higher the threshold, the more founder protection; majority is market for Series A.
- Preferred vote threshold to trigger the drag? Majority is standard; two-thirds gives smaller investors more protection.
- Require Board approval to trigger the drag? Adding a Board-approval gate is founder-friendly and now standard 2026 practice.
- Indemnification cap under a drag sale? A proceeds cap protects stockholders from writing personal checks post-closing; escrow-only caps are aggressive but sometimes negotiated.
- Maximum escrow/holdback percentage of the deal? Ten percent is a common outer bound for indemnity escrows in venture M&A.
- Permit buyer to require non-competes/non-solicits from stockholders in a drag sale? Founder-friendly forms limit restrictive covenants to whatever the founder separately negotiates in an employment agreement.
- Do any Key Holders reside in a community property state? California, Texas, Washington, Nevada, Arizona, Idaho, Louisiana, New Mexico and Wisconsin are community property; a spousal consent avoids later disputes over control of the shares.
- Terminate on IPO? Standard practice. Voting arrangements fall away at IPO once the company is public.
- Terminate on Sale of the Company? Also standard. The drag is fully consumed by the sale itself.
- Governing law? Delaware is the default for Delaware C-corps; California/New York occasionally used based on lead investor preference.
- Name of the company signatory? Usually the CEO.
- Title of the company signatory? The title that appears on the signature block.
- Name of the lead Series A investor entity? Displayed on the Investor signature block; other investors added on counterparts.
Frequently asked
About the Voting Agreement and how HDAi works.
What is a Voting Agreement (Series A)? +
A Voting Agreement (Series A) is the stockholder agreement that locks in the Series A board composition and a drag-along right so a qualified majority can deliver a clean sale of the company. The company, the lead and other Series A investors, and the key common stockholders (founders and other significant common holders) sign it at the Series A closing.
Is HDAi's Voting Agreement (Series A) legally binding? +
The Voting Agreement (Series A) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Voting Agreement (Series A)? +
You can generate and download the Voting Agreement (Series A) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Voting Agreement (Series A) current for 2026? +
The drag mechanics are current for 2026. There are separate Board, Preferred-majority, and Common-majority triggers, hard caps on founder-only representations and indemnity (a proceeds cap), an express carve-out from post-closing non-competes and non-solicits beyond what a signing party voluntarily agrees to, and an execution block that accepts electronic signatures and remote notarization.
How long does the Voting Agreement (Series A) take? +
Estimated time about 13 min (25 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Voting Agreement (Series A) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Fundraising & Equity
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