A startup term sheet is one of the documents in an equity fundraising. In Switzerland, SECA (Swiss Private Equity & Corporate Finance Association) publishes a free model, which it presents as the standard for venture capital investments in the country. The terms actually negotiated, however, remain in the shadows: recent Swiss announcements publish the size of the round, not its valuation.
This document is only one step on the path to raising funds in Switzerland, with its successive rounds and its players. This page addresses a single question: what the Swiss term sheet model includes, and what round announcements reveal about it.
What does the model documentation for a Swiss fundraising include?
SECA, the representative body of the Swiss private equity, venture capital and corporate finance industries, has developed, together with external experts, two sets of model documentation for Swiss startup fundraisings. Each one brings together the same documents:
- a term sheet;
- an investment agreement;
- a shareholders' agreement;
- the company's articles of association;
- board of directors regulations.
A capitalisation table (cap table) completes each model. All the documents can be downloaded free of charge, in a blank version and in an annotated and commented version. The term sheet model for large rounds is now in its fifth edition.
According to SECA, these models make venture capital investments more efficient in Switzerland and have become the standard for them. Working groups bringing together practitioners from major Swiss law firms keep them up to date.
What do Swiss round announcements reveal?
Recent Swiss announcements publish the size of the round, not its terms.
- Basel-based Nouscom closed a Series D of 135 million dollars, announced on 19 October 2026. The press release details neither the split between investors nor the valuation.
- Zurich-based Enact Intelligence announced on 22 October 2026 a pre-seed round of 30 million dollars. Neither its valuation nor the stake sold has been published, nor the fund leading the round.
The published amount therefore says nothing about the terms negotiated between founders and investors.
How is founder dilution measured?
Each new round brings in new shareholders, and the founders' stake shrinks. The extent of this dilution depends on the amount raised relative to the agreed valuation, as explained in our guide to the seed funding round and the Series A. With no published valuation, the dilution borne by the founders of Nouscom or Enact Intelligence cannot be calculated.
Who controls the startup after signing?
SECA's model documentation includes board of directors regulations, alongside the shareholders' agreement. A dated example: in the Sonexos fundraising, announced on 21 October 2026, Fadi Noureddine, founder and managing partner of Valquest Partners, joins the board of directors of the Lausanne-based company. Valquest Partners is leading this round of 5 million francs. The announcement does not say whether this seat stems from a term sheet clause.
In Nouscom's Series D, all existing investors followed on, and the Angelini group has backed the company since the Series C. The press release does not say whether this follow-on stems from a contractual right.
Is a loan term sheet a fundraising?
No: a loan agreement is not an equity fundraising. The lender does not join the capital as a shareholder; it expects to be repaid.
A dated example: medtech company Distalmotion has concluded a senior secured term loan facility of up to 70 million dollars with Perceptive Advisors, according to Startupticker.ch on 23 October 2026. The press release presents Perceptive as a global investment firm specialising in healthcare.
The money is to support Distalmotion's expansion into US ambulatory surgery centers (ASC). It is also to fund the development of its DEXTER surgical robot and its instruments. For Greg Roche, CEO of Distalmotion, this financing provides "additional capital" to accelerate its growth strategy in the United States. The press release publishes neither the interest rate nor the collateral required.
Key figures
- 0.5 to 5 million francs: rounds targeted by SECA's "light" model documentation; 5 to 20 million for the "large" version (SECA).
- Up to 70 million dollars: secured term loan facility granted to Distalmotion by Perceptive Advisors (Startupticker.ch, 23 October 2026).
- 135 million dollars: Nouscom's Series D, with no published valuation (Startupticker.ch, October 2026).
- 30 million dollars: Enact Intelligence's pre-seed round, with neither valuation nor stake sold published (Startupticker.ch, 22 October 2026).
- 5 million francs: Sonexos's pre-Series A, with the founder of Valquest Partners, which is leading the round, joining the board of directors (Startupticker, 21 October 2026).
- 75 Swiss investors surveyed in the first-half 2026 update of the Swiss Venture Capital Report (startupticker.ch).
Which term sheet model for which round?
SECA offers two versions of its documentation, depending on the size of the round and the investor profile.
| SECA model | Target round size | Target investors |
|---|---|---|
| "Light" | 0.5 to 5 million francs | Business angels and comparable startup investors |
| "Large" | 5 to 20 million francs | Institutional or international venture capital investors |
The model articles of association are available in bilingual German-English and French-English versions, plus Italian-English for the "large" model. More examples of Swiss rounds are gathered in our startup fundraising section. No term sheet guarantees a return, either to the investor or to the founders.
What we don't know yet
- The content of term sheet clauses, for example a liquidation preference, anti-dilution protection or veto rights: none of our sources describes it. The annotated versions of SECA's models are downloaded separately; the overview page does not reproduce their content.
- The usual levels of these clauses in Swiss rounds: none of our sources quantifies them.
- The terms negotiated by Nouscom, Enact Intelligence and Sonexos: they have not been published.
- The rate, term and collateral of Distalmotion's loan: the press release does not detail them.
- Any data on round terms in the Swiss Venture Capital Report: it appears in the PDF reports, which the overview page does not reproduce.
