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General VC Questions

What are the differences between using SAFE in the UK and the US?

Asked by:
Community Member
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Dec 03, 2023
I believe they are often called ASAs (Advance Subscription Agreements) in the UK.

Are there any fundamental differences in how they work in the UK and US?
1 answer
Accepted Answer
Dec 04, 2023
Generally speaking, an Advanced Subscription Agreement (commonly known as an ASA and designed for use in the United Kingdom), is conceptually similar to a SAFE (originally designed for use within the United States). 

However, there are a few fundamental differences to be aware of, though these may vary depending on how the ASA is drafted - here are a few notable ones:
  • The ASA was designed to be eligible for certain tax advantages under the Enterprise Investment Scheme (EIS and the Seed Enterprise Investment Schemes (SEIS);
  • The ASA has a "Long Stop" term, essentially a date before which a conversion event (as defined in the ASA) must happen - otherwise the ASA automatically converts to equity on a pre-agreed price (this is not a concept in standard SAFES);
  • In order to qualify for the aforementioned tax advantages, it appears that the Long Stop date must be no later than 6 months after the issuance of the ASA;
  • 6 months may not be sufficient time for a startup to reach a qualifying conversion event (i.e. a preferred equity financing) - so this is something to carefully consider.
*Please consult UK tax advice and/or counsel should you have questions about a specific set of circumstances. 
 

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