A neutral-form investment agreement under which a single investor invests in a company owned by its founders/managers, by subscribing for shares, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Investment deals are heavily negotiated and tax-sensitive (consider SEIS/EIS reliefs for the investor). This template records the core structure, take legal and tax advice and tailor it. - The new shares and any board appointment need proper company-law steps (allotment, possibly amended articles, board/member resolutions). - Have a solicitor review before use.
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THIS INVESTMENT AGREEMENT is made on [DATE]
BETWEEN (1) [COMPANY NAME] (company no. [NUMBER]) (the "Company"); (2) [FOUNDER(S) NAME(S)] (the "Founders"); and (3) [INVESTOR NAME] of [ADDRESS] (the "Investor").
Agreed terms
1. Subscription. The Investor will subscribe for [NUMBER] [ordinary / preference] shares of £[VALUE] each in the Company (the "Subscription Shares") for a total subscription price of £[AMOUNT] (representing [PERCENTAGE]% of the enlarged share capital).
2. Completion. At completion on [DATE], the Investor pays the subscription price and the Company allots and issues the Subscription Shares, updates the register of members, issues a share certificate, and files form SH01.
3. Use of funds. The Company will use the investment for [PURPOSE / the agreed business plan].
4. Warranties. The Company and Founders give the warranties in Schedule 1 about the Company (its shares, accounts, contracts, IP, employees, tax and litigation), subject to disclosure in the Disclosure Letter.
5. Investor board and information rights. The Investor may appoint [one] director to the board, and is entitled to [monthly/quarterly] management accounts and other information set out in Schedule 2.
6. Investor consent matters. Certain decisions require the Investor's prior consent (for example, changing the share capital, borrowing above £[AMOUNT], material transactions, or changing the business), see Schedule 3.
7. Intellectual property. The Company owns or has the rights to its key intellectual property, and the Founders have assigned relevant IP to the Company.
8. Founder commitment and leaver provisions. The Founders will devote their time to the Company, and their shares are subject to [vesting / good leaver / bad leaver] provisions as set out in Schedule 4.
9. Conditions and tax. [Where relevant: completion is conditional on SEIS/EIS advance assurance; the parties will not take steps that prejudice the Investor's tax reliefs.]
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [COMPANY NAME]: __________________ Date: [DATE] Signed by [FOUNDER(S)]: __________________ Date: [DATE] Signed by [INVESTOR NAME]: __________________ Date: [DATE]
Schedules: 1, Warranties · 2, Information rights · 3, Investor consent matters · 4, Founder/leaver provisions
--- This template is a starting point and not legal or tax advice. Investment terms, share rights and SEIS/EIS reliefs need tailoring, have a qualified solicitor and tax adviser review before use. Governing law: England & Wales.