The Timeline That Gets Ignored
What actually happens between "yes" and money in the bank.
Jason Acevedo | April 10, 2026
This article covers what a seed round actually looks like from the legal side, based on hundreds of deals.
Everyone talks about how to pitch investors. Almost nobody talks about what happens after someone says yes.
Here is what a seed round actually looks like from the legal side. This is based on hundreds of deals, and the timeline surprises almost every first-time founder.
Week 1-2: Term Sheet Negotiation
This is the part that feels like progress. You get a term sheet, your lawyer reviews it, you negotiate the big points. Valuation, liquidation preference, board seats, protective provisions. If both sides are reasonable, this moves fast.
The term sheet is not binding on most points, but it sets the framework for everything that follows. Get the big stuff right here, and the rest of the process tends to move. Get it wrong, and you will spend weeks renegotiating in the definitive documents.
Week 2-4: Due Diligence
This is where deals slow down. The investor's counsel sends a diligence request list. It is usually 30 to 60 items. Corporate docs, cap table, IP assignments, employment agreements, material contracts, regulatory filings.
If you have been keeping clean records, this takes a week or two. If you have not, this is where you start sweating.
The most common diligence delays I see come from cap table cleanup, missing IP assignments, and corporate housekeeping that never got done. None of these are complicated to fix. They are just time-consuming when you are trying to close a round.
Week 3-5: Document Drafting and Negotiation
The lead investor's counsel typically drafts the definitive documents. Stock purchase agreement, investor rights agreement, right of first refusal and co-sale agreement, voting agreement, and an amended and restated certificate of incorporation.
Your lawyer reviews and negotiates. There are always comments. Usually two to three rounds of markups before the documents are final. The negotiating points at this stage are usually narrower than the term sheet but more technical.
Week 5-7: Signing and Closing
Final documents get circulated, signatures collected, funds wired. Sometimes this happens on the same day. Sometimes there is a rolling close where different investors come in over a period of weeks.
The closing itself is usually anticlimactic. A few DocuSigns, a wire confirmation, and it is done. The work was everything that came before.
The Real Timeline
Total timeline for a clean seed round: 5 to 8 weeks from term sheet to money in the bank. A messy one? Three to four months. I have seen worse.
The single biggest factor in how fast your round closes is not your investor. It is how prepared you were before the process started.
If you are planning to raise in the next six months, the work to do right now is not perfecting your pitch deck. It is getting your corporate documents, cap table, and IP assignments in order so that when someone says yes, you are ready to move.