When do I use this document? for an indemnity clause to be included in a contract for a contract governed by English law What are the key features? alternative forms of indemnity wording: indemnity from one party in favour of the other party mutual indemnity from both parties in favour of the other indemnity for breach of the underlying contract indemnity for potential loss arising from a third party claim wording for conduct of third party claims What else do I need to know? An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event. The specified event might be: the breach of contract by the indemnifier liability of the indemnified party to a third party in relation to a specified event or circumstance a claim by a third party for loss or damage caused by the indemnifier’s breach of contract Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss. As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include: the notification of a claim from a third party in relation to the indemnified obligation an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

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?

for an indemnity clause to be included in a contract
for a contract governed by English law

What are the key features?

alternative forms of indemnity wording:
- indemnity from one party in favour of the other party
- mutual indemnity from both parties in favour of the other
indemnity for breach of the underlying contract
indemnity for potential loss arising from a third party claim
wording for conduct of third party claims

What else do I need to know?

An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event.

The specified event might be:

the breach of contract by the indemnifier
liability of the indemnified party to a third party in relation to a specified event or circumstance
a claim by a third party for loss or damage caused by the indemnifier’s breach of contract

Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss.

As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include:

the notification of a claim from a third party in relation to the indemnified obligation
an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim
allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

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

Create your document in 3 Easy Steps

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Investment and Shareholders Agreement: established business single investor

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Explanatory Guides

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

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Investment and Shareholders Agreement: established business single investor

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Explanatory Guides

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

Related Articles

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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