Documents in this cluster
Shareholders’ Agreement
How owners decide, transfer, and exit. Typical after a Thai opco exists; still a contract page, not a setup guide.
A shareholders’ agreement is named before hours start — how owners decide, transfer, and exit after a Thai opco exists. Parties, language, and governing-law preference sit as facts for local licensed review.
The Matter Pack for a shareholders’ agreement records who signs, which language is the working draft, and which missing names would change the price. Orbid does not fill those gaps with legal advice.
Startups usually buy this shareholders’ agreement as a first single matter. Mid-market teams that issue the same form many times in a quarter put it inside an annual counsel module.
Default for a shareholders’ agreement is one scoped price. A retainer only makes sense when review volume is recurring. If the project changes, a change order states the new price.
Joint Venture Agreement
Two or more parties combining. Investment-registration questions in Vietnam stay questions.
Cross-border, a joint venture agreement is paper, not a vibe: two or more parties combining; Vietnam investment-registration stays a question. A destination professional prices review of that named instrument.
For this joint venture agreement the pack lists counterparties, term, territory if any, and the files you already have. Unknowns stay gaps, not extra hours.
A startup sees one joint venture agreement. A mid-market desk sees a template: same skeleton, many counterparties, still reviewed locally per pack.
One joint venture agreement is a single matter unless you already run a cadence of the same form. Extra unnamed paper is not included.
Share Subscription Agreement
New shares issued for cash or in-kind. Cap table facts the client already has go in the pack.
If the file crosses a border, write the share subscription agreement into the pack first — new shares issued for cash or in-kind; cap-table facts the client already has. Unknowns stay gaps.
A share subscription agreement pack asks which entity on the origin side contracts, which destination name appears, and whether a bilingual draft already exists.
If this is the first share subscription agreement on the corridor, default is a single matter. If it is the twelfth this quarter, that is a module conversation — Orbid coordinates, and licensed local counsel judges.
Do not stretch one share subscription agreement price over a second instrument. That is how surprise bills start. Split, or write a change order.
Share Purchase Agreement
Buying existing shares. Conditions precedent the client listed are facts.
Hours do not start on an unnamed share purchase agreement — buying existing shares; conditions precedent the client listed are facts. Local licensed review sees who signs and which language is the working draft.
What sits in the pack around a share purchase agreement: asserted facts, planned entities, and the triggers that would reopen price. Orbid does not choose the clause.
Founders often over-buy a stack around a share purchase agreement. Mid-market operators under-specify the program. The pack names the actual count.
A retainer that mentions a share purchase agreement still uses a Matter Pack per issuance. Scoped packs, not unlimited advice.
Investment Agreement
Umbrella investment agreement when the deal is not a clean SAFE or SPA.
On this corridor the investment agreement is the instrument to price — umbrella investment paper when the deal is not a clean SAFE or SPA. Orbid records that; it does not advise which form you should have chosen.
The investment agreement line in the pack is a scope, not a draft. Local licensed professionals review what you approved; they are not Orbid employees giving advice in our name.
Startups: one investment agreement, one price, approve before hours. Mid-market: the form lives in a retainer quota, each issuance still a pack.
If this investment agreement grows a neighbour — a DPA, a quality paper, a SHA — name the set or pay a second price.
Convertible Note
Debt that may convert. Often issued by a holding company, not the Thai opco.
Name the convertible note while talks are still cheap — debt that may convert, often issued by a holding company, not the Thai opco. A listed destination still accepts the scope; a standing lawyer there is not promised.
Record the convertible note with the commercial neighbours it actually has — not a dump of every PDF in the folder. Extra unnamed files are a change order.
The first convertible note on a corridor is usually a startup single matter. A net of them is mid-market, and the default flips to an annual module.
Single-matter fits a bounded convertible note. Weekly flow of the same form belongs on an annual counsel module.
SAFE Agreement
SAFE. Copy treats it as usually issued by a holding company. Confirm with the client; do not invent a Thai SAFE as default.
A SAFE belongs in the pack — usually issued by a holding company — do not invent a Thai SAFE as default. Thailand is live review; other corridors stay listed.
Gaps on a SAFE — missing signatory, missing language, missing term — stay written. They do not convert into silent hourly work.
Do not put a startup SAFE on a retainer because it feels safer. Retainer is for recurring review volume, not for nerves.
You approve the SAFE pack before hours. You approve again if the facts move. The price does not jump in silence.
Intercompany Services Agreement
Services inside the group. Transfer-pricing facts the client already uses belong in the pack.
Do not paste an origin intercompany services agreement across the border unmarked — services inside the group; transfer-pricing facts the client already uses. The pack asks which language controls and which entity signs.
The pack treats the intercompany services agreement as one priced module unless you name a defined set. A pile of related attachments is not a defined set.
Mid-market counsel modules still scope each intercompany services agreement. Unlimited chat about the form is not the product.
Listed-corridor intercompany services agreement work is still scoped as a single matter or a module. Scope is accepted; a named lawyer standing by is not promised.
Management Services Agreement
Management services from a parent or a regional HQ.
The first priced Matter Pack is often this management services agreement, given that management services from a parent or a regional HQ. Local licensed professionals review; Orbid does not draft as counsel.
Who already signed a previous management services agreement, and who still has to, is a fact. Orbid records it. Enforceability is not an Orbid opinion.
If the startup does not yet have a destination entity, the management services agreement may still be scoped — as paper, not as incorporation.
A management services agreement change order is the exception path: new scope, new price, your yes. It is not a vibe adjustment on the old invoice.
Power of Attorney
Authority to sign or file. Names and expiry are pack facts.
Before anyone bills, the power of attorney is a line in the pack — authority to sign or file; names and expiry are pack facts. Price-change triggers stay visible.
Working draft versus filing draft for a power of attorney are two fields. Mixing them in one unmarked file is a gap.
A mid-market power of attorney program lists which affiliates may sign. A startup pack usually names one origin company.
Retainer quota can include power of attorney review. It cannot include “whatever else appears.” That is a new pack.
Board Resolution
Board action the client already drafted or needs as a companion paper.
A board resolution on a cross-border file is scoped, not improvised — board action the client already drafted or needs as companion paper. Gaps do not become silent hours.
Price-change triggers for a board resolution are written before hours: new party, new territory, new language. If those appear later, a change order states the new price.
Buy the board resolution you have, not the library you fear. Startups default small. Mid-market defaults to systems.
Price the board resolution you named. Related PDFs without names are gaps, not free add-ons.
Shareholder Resolution
Shareholder action. Companion to SHA or a capital change.
Put the shareholder resolution on the list with the counterparties you already have — shareholder action, companion to a SHA or a capital change. Review is priced after you approve.
The shareholder resolution is in the pack so a local licensed professional can see the job. Orbid organizes. It does not replace that review.
The same shareholder resolution is a one-off for a seed company and a workstream for a regional HQ. The pack says which.
Orbid does not discount a shareholder resolution by drafting it as counsel. Local licensed review prices the work that is in.