Investment and Shareholders Agreement: established business single investor

Name: Investment and Shareholder agreement - Paper Rock Docs
SKU: INV005.001
Price: 95.00 GBP
Availability: InStock

Combined investment and shareholders agreement for the investment by a single investor in an established business. The agreement covers the investment transaction and also acts as the shareholders agreement between the investor and the founders of the company.

for an investment by a single investor in an established business
as a combined subscription and shareholders agreement
for full-form warranties to reflect the trading history of the company and any subsidiaries
in conjunction with new Articles of Association – for Paper Rock’s accompanying Articles of Association, see Articles of Association – established business single investor
for investment in a private limited company incorporated in England and Wales

What are the key features?

full form investment/subscription and shareholders agreement (ISHA)
31 clauses and 5 schedules over 45 pages
subscription: mechanism and terms for the subscription for shares by the investor
conditions: conditions to the closing of the investment (if applicable)
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
directors:
- investor director: the investor’s entitlement to appoint a director
- other directors: the founder shareholder(s) rights to appoint a director
board proceedings: how proceedings of the board will be conducted
future share issues: pre-emption rights on the issue of new shares
share transfers: rules governing the transfer of shares, including:
- pre-emption rights on share transfers
- compulsory transfer events, including founder good and bad leaver clauses
- tag-along and drag-along rights
reserved matters: matters requiring prior approval from the investor and other shareholders
information rights: rights to information for the investor and other shareholders about the company and its finances
restrictive covenants: restrictions on the founders from competing with the company and soliciting the company’s customers, suppliers and employees

What other documents are available?

For separate documents consisting of a Subscription Agreement and Shareholders Agreement for investment by a single investor in an established business, see

For a combined Investment & Shareholders Agreement for an established business with multiple investors, see

Investment and Shareholders Agreement – established business multiple investors

For combined Investment & Shareholders Agreements for a start up business, see

Description

When do I use this document?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£95.00 exc VAT

Updated by a lawyer on 02/07/2025

Updated By a lawyer on 04/27/2023

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Investment and Shareholders Agreement: established business single investor