How do I get a SAFE or ASA drafted in the UK?
By SuLe · Updated 23 October 2026
Reviewed by Patricia Wing, corporate lawyer and founder of SuLe
To get a SAFE (simple agreement for future equity) or an advance subscription agreement (ASA) drafted in the UK, use documents written for UK companies, such as SuLe's lawyer-built templates, and have a senior lawyer check them before signing.
SuLe is Hybrid Legal, combining smart technology, trained AI and senior lawyers. Over 2,000 founders use SuLe.
For a friends, family or angel round, SuLe's Pro plan (£89 a month, billed annually) includes one round with up to 10 ASAs, managed on the platform with the full document suite, signing, convertibles automatically added to the cap table and senior lawyer review of round answers before you sign.
A single SAFE or ASA can start from SuLe's 50+ lawyer-vetted templates, with senior lawyer review and sign-off when you want it.
For a VC or institutional priced round, book a call and a dedicated senior lawyer acts for the company, always at fixed fees.
Whether you draft a SAFE or an ASA depends on who is writing the cheque. UK angels who want Seed Enterprise Investment Scheme (SEIS) or Enterprise Investment Scheme (EIS) relief usually need an ASA, because a standard SAFE does not meet HMRC's conditions for those reliefs.
A SAFE fits an investor with no UK tax relief to protect, such as a US fund that insists on its own form.
Which document should a UK startup have drafted?
The instrument follows the investor's tax position.
An ASA for UK angels. An ASA is an advance payment for shares: the investor pays now and receives shares at the next funding round. It is the UK instrument designed around HMRC's conditions for SEIS and EIS.
A SAFE for an investor with no UK tax to relieve. A UK company can legally sign a SAFE and English law will enforce it. The catch is tax, not legality.
Y Combinator, which publishes the standard SAFE forms, offers no UK version on its SAFE page, and tells companies formed in other jurisdictions to work with a local lawyer.
Not a convertible loan note, if relief matters. To qualify for SEIS or EIS, the shares issued must be full risk ordinary shares. A convertible loan note is debt, not shares, so it cannot qualify.
What should you agree before drafting starts?
Settle the commercial terms with your investors before you open the template. Agree these points first:
- Which instrument, and that it is governed by English law
- The amount each investor is putting in, and whether the round has a target
- Whether any investor wants SEIS or EIS relief, and whether you will apply for HMRC advance assurance
- The discount, the valuation cap, or both
- The size of the funding round that triggers conversion
- The longstop date for an ASA, and the fallback valuation it converts at if no round arrives
- The share class the investment converts into
- Any side letters or extra investor rights
Have the existing cap table, including every option and earlier convertible, and the company's current articles of association to hand.
Earlier convertibles matter here because their terms have to work with the new instrument at conversion, especially in a round that runs SAFEs and ASAs side by side.
SuLe's cap table records each convertible with its discount and valuation cap, and tracks its longstop date, so the earlier terms are in one place before drafting starts.
How does drafting a SAFE or ASA with SuLe work?
SuLe has two routes, depending on whether you are running an angel round on ASAs or drafting a single SAFE or ASA.
An angel round on Pro. The round runs on the platform, and Pro includes one friends, family or angel round with up to 10 ASAs. You enter the investors and amounts and select the ASA terms (discount, valuation cap, longstop date and the SEIS and EIS provisions). On Pro:
- investment documents are generated for every investor
- the board and shareholder approvals for the round are included
- the round closes with multi-party signing
- the cap table and statutory registers are updated on completion
- senior lawyers review your round answers before you sign
A single SAFE or ASA from a template. SuLe groups its templates by what the founder is doing, so the SAFE agreement and the ASA sit together under "Taking investment", beside board minutes for a share allotment. Drafting from a template runs in three steps.
Pick the template.
Choose the SAFE agreement or the ASA. SuLe lawyers drafted both.Make it yours.
Highlight a clause and get a plain-English explanation of what it means. Describe a change in plain English and the SuLe engine redrafts the clause, or edit the wording directly.Have a lawyer check it.
Send the edited document to a SuLe lawyer from inside the platform. The lawyer reviews it or talks it through with you on a call. The review is paid from your Legal Advice credits: SuLe's Start plan includes up to 50 a month (about 15 minutes with a senior lawyer) and Pro includes up to 150 (about 45 minutes). You can top up credits in your account.
Once the lawyer has checked it, sign on the platform. Built-in e-signatures are legally binding and keep a full audit trail, and you can sign up to 3 documents a month on Start, or unlimited on Pro.
What does HMRC look for in an ASA for SEIS?
HMRC sets out the conditions in its Venture Capital Schemes Manual at VCM33025. It will not consider an ASA suitable for SEIS unless the agreement:
- does not permit the subscription payment to be refunded under any circumstances
- cannot be varied, cancelled or assigned
- bears no interest charge
- has a longstop date by when the shares purchased must be issued
The same page says that, as a general rule, HMRC expects the longstop to be no more than 6 months from the date the ASA is entered into, and that it is unlikely to give advance assurance for a longer period.
A company that wants advance assurance should apply before the ASA is signed. HMRC also says an ASA used to convert an existing debt into shares will not be considered eligible.
HMRC needs an ASA for SEIS that cannot be varied once signed, so these conditions have to be right in the template and checked by the lawyer before signing.
What happens after the SAFE or ASA is signed?
Signing is the first half. When the SAFE or ASA converts, the company issues new shares, and UK company law applies to that issue whatever the instrument was.
Authority to allot.
Check the directors have authority to allot the shares under the company's articles and the Companies Act 2006.Pre-emption.
Section 561 of the Companies Act 2006 gives existing shareholders a right of pre-emption on new allotments of equity securities, so those rights must be dealt with before the shares are issued.Board minutes.
The board records the allotment decision. SuLe's board minutes template for a share allotment covers this step.Register of members.
Section 554 requires the company to register the allotment as soon as practicable and in any event within two months.Return of allotment (form SH01).
Section 555 requires a return of allotment at Companies House within one month of allotting the shares.
For investors claiming SEIS, relief is only available from the date the shares are issued, according to VCM33025.
When should a senior lawyer do more than check the template?
A lawyer's check suits a round with agreed terms and a clean cap table. Some rounds need a lawyer involved from the start of drafting:
A mixed round.
Where a US fund signs a SAFE and UK angels sign ASAs, align the conversion triggers and round definitions so every instrument converts at the same event.Investors outside the UK.
SEIS and EIS income tax relief can only be used against a UK income tax liability, so an overseas investor's expectations need checking against the instrument.Earlier convertibles still outstanding.
Their terms need to work with the new instrument.Side letters or negotiated rights.
Anything beyond the standard terms changes the document. For an ASA, HMRC's manual says: "The ASA must not function as an investment instrument that offers other benefits, such as investor protection."
In each case, talk the round through with a SuLe lawyer before drafting starts, and send the draft back for review before anyone signs. Book a free consultation to start that conversation.
A priced round led by a VC or fund, where investors buy shares now at an agreed valuation, is a different job. For that, book a call: a dedicated senior lawyer acts for the company, with term sheet review and negotiation, at fixed fees.
Frequently asked questions
Can a UK company use a SAFE?
Yes. A SAFE is an ordinary contract that English courts will enforce. The issue is tax: a standard SAFE misses HMRC's SEIS and EIS conditions, so angels who want relief usually invest through an ASA.
Can I use the US SAFE form for a UK company?
It can be signed, but it may need adapting: the Y Combinator forms come in US and international versions, and none is written for a UK company. SuLe's templates for taking investment include a SAFE agreement and an ASA, drafted by SuLe lawyers for UK startups.
Who checks a SuLe SAFE or ASA before I sign it?
A SuLe lawyer. On a Pro angel round, senior lawyers review your round answers before you sign, check your round documents and answer your questions. For a single template, send your edited draft from inside the platform and a SuLe lawyer reviews it or talks it through on a call. Founders can send anything to a senior lawyer for review and sign-off, and any extra legal work is quoted upfront, before it starts.
Does a convertible loan note qualify for SEIS or EIS?
No. A convertible loan note is debt, and both schemes need money genuinely at risk in shares. An ASA can qualify if it meets HMRC's conditions.
How long can an ASA longstop be for SEIS?
As a general rule, six months or less if your investors want SEIS relief. HMRC's manual at VCM33025 expects a longstop of no more than six months from signing, and HMRC is unlikely to assure an ASA with a longer longstop. If no investor is claiming relief, the longstop is a commercial term you can set freely.
This article is general information for founders and is not legal, tax or financial advice. Please contact us if you have questions.
SEIS and EIS relief depends on the company and the investor meeting HMRC's conditions and on the investor's own tax position. We recommend seeking tax advice to confirm the position.
References
- SuLe. "Lawyer-built documents for UK startups." https://sule.io/ai-templates/
- SuLe. "Non-UK Investors: SEIS and EIS Relief Needs a UK Tax Bill." https://sule.io/for-startups/answers/non-uk-investors-seis-eis/
- SuLe. "Pricing for UK founders." https://sule.io/pricing/
- SuLe. "Book a free consultation." https://sule.io/book-a-free-consultation/
- HMRC. "VCM33025 - SEIS: income tax relief: general requirements: advance subscription agreements." https://www.gov.uk/hmrc-internal-manuals/venture-capital-schemes-manual/vcm33025
- GOV.UK. "Apply to use the Seed Enterprise Investment Scheme to raise money for your company." https://www.gov.uk/guidance/venture-capital-schemes-apply-to-use-the-seed-enterprise-investment-scheme
- GOV.UK. "Apply to use the Enterprise Investment Scheme to raise money for your company." https://www.gov.uk/guidance/venture-capital-schemes-apply-for-the-enterprise-investment-scheme
- Y Combinator. "The SAFE: the open standard for startup fundraising." https://www.ycombinator.com/safe
- legislation.gov.uk. "Companies Act 2006, section 554: Registration of allotment." https://www.legislation.gov.uk/ukpga/2006/46/section/554
- legislation.gov.uk. "Companies Act 2006, section 555: Return of allotment by limited company." https://www.legislation.gov.uk/ukpga/2006/46/section/555
- legislation.gov.uk. "Companies Act 2006, section 561: Existing shareholders' right of pre-emption." https://www.legislation.gov.uk/ukpga/2006/46/section/561
