NVCA model certificate of incorporation (October 2025): preferred stock is paid first on liquidation (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 2.1 (updated October 2025))
In the standard venture charter, what is left for stockholders after a dissolution goes to the preferred investors up to their liquidation amount before the common stock, founders' shares included, receives anything.
Dated 21 Oct 2026Source checked 21 Oct 2026Page out of reach at the last check, 21 Oct 2026Basis: secondary
In the source's own words
“In the event of (a) any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders”
Where it was read
Also read from the same source
- Has the board approved the licence, and do investor agreements or charters give investors a veto over selling or licensing key assets?
- NVCA model certificate of incorporation (October 2025): preferred stock protective provisions (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 3.3 (updated October 2025))
- NVCA model certificate of incorporation (October 2025): an exclusive licence of substantially all assets is a deemed liquidation event (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 2.3.1(b)(i) (updated October 2025))
Figures it counts in
It is shown on its own, not counted into a figure.
Cited in this guide