Subscription Agreement: established business single investor

Subscription agreement for the investment in a start-up business by a single investor.  The agreement covers the investment transaction and includes warranties from the company and, if agreed, founder shareholders.

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When do I use this document?

What are the key features?

  • standalone subscription agreement
  • 16 clauses and 2 schedules over 26 pages
  • subscription: mechanism and terms for the subscription for shares by the investor
  • completion: completion of the investment, including the issue of shares to the investor and payment by the investor
  • warranties: warranties from the company and, if agreed, the founder shareholders
  • limitations on liability: limitations on potential liability under the warranties of the company and, if giving warranties, the founders

What other documents are available?

For a combined Investment & Shareholders Agreement for an established business with a single investor, see

For a standalone Subscription Agreement for an established business with multiple investors, see

For standalone Subscription Agreements for a start-up business, see

When do I use this document?

  • for termination of a contract by mutual agreement of the parties
  • for a contract governed by English law

What are the key features?

  • agreement in the form of a deed of termination
  • alternative wording depending on whether any provisions of the contract will continue in force after termination
  • alternative wording depending on whether termination amounts to a release of all claims under the contract

What else do I need to know?

The parties to a contract may agree to bring an agreement to an end earlier than originally envisaged. The contract may itself provide for circumstances in which the contract may be terminated. These include:

  • completion: termination of the contract once the subject-matter of the contract has been achieved
  • notice: termination by one party by giving a specified period of notice to the other party
  • breach: termination by one party either on immediate notice or by giving a specified period of notice following the breach of the contract by the other party (the defaulting party). The contract may provide that the breach must be “material” or “repeated” and/or that the defaulting party has a period of time in which to remedy the breach before the non-defaulting party may terminate the contract

In the absence of a party being entitled to terminate the contract by its terms, the termination of a contract will require the mutual agreement of both parties to the contract.

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Updated by a lawyer on 02/07/2025

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