Investment Agreement (Seed)

The full subscription agreement for a seed round: share subscription, completion, warranties with disclosure, investor consents and information rights.

Editable Word document
24
10pages
Guidance notes included
aml consultancy solutions

Raising investment

Investment Agreement (Seed)

About this document

What it’s for

The main legal agreement for a priced seed round. Investors agree to subscribe for new shares; the company and founders give warranties about the business (qualified by a disclosure letter); and the company gives investors consent rights, information rights and a board seat. It works alongside new articles of association and (if you use one separately) a shareholders’ agreement.

When to use it

  • After a term sheet has been agreed and due diligence is under way
  • For a seed or pre-Series A round with one lead investor and a small group of co-investors
  • When ASAs or convertible loans are converting into the same round

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Conditions
  3. Subscription
  4. Completion
  5. Warranties
  6. Limitations on the Warrantors’ liability
  7. Investor consent matters
  8. Information rights
  9. Board and Investor Director
  10. Founder undertakings
  11. Tax reliefs
  12. Use of subscription monies
  13. Confidentiality and announcements
  14. Costs
  15. Termination before Completion
  16. Notices
  17. General
  18. Governing law and jurisdiction

Also included

  • Part A – Founders
  • Part B – Investors
  • Capitalisation table
  • Part A – Company and Founder deliverables
  • Part B – Investor deliverables
  • Part C – Board business at Completion

How to complete it

  • Fill in the parties and Schedules 1 and 2 (investors, amounts and cap table)
  • Agree the warranty limits in clause 6 and the consent matters in Schedule 5
  • Prepare the disclosure letter using the outline in Schedule 6
  • Use Schedule 3 as the completion checklist

Key points to check

  • If you also use the Shareholders’ agreement in this library, avoid duplicating clauses 7 to 9 – keep them in one document
  • Payments by the company to SEIS/EIS investors (including on a warranty claim) can put relief at risk

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Raising investment

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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