Investment and Shareholders Agreement: start-up business multiple investors
Combined investment and shareholders agreement for the investment by multiple investors in a start-up private limited company. The agreement covers the investment transaction and also acts as the shareholders agreement between the investors and the founders of the company.
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When do I use this document?
- for an investment by multiple investors in a start up business
- as a combined subscription and shareholders agreement
- for short form warranties from the company and founders, reflecting the company’s start-up status
- in conjunction with new Articles of Association – for Paper Rock’s accompanying Articles of Association, see Articles of Association – start up business multiple investors
- 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)
- 28 clauses and 5 schedules over 36 pages
- subscription: mechanism and terms for the subscription for shares by the investors
- completion: completion of the investment, including the issue of shares to the investors and payment by the investors
- warranties: warranties from the company and each founder
- limitations on liability: limitations on potential liability under the warranties of the company and the founders
- investor rights: exercisable by a majority of the investors
- investor director: investors’ entitlement 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 of the investor majority
- information rights: investors’ rights to information 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 multiple investors in a start-up business, see
- Subscription Agreement – start up business multiple investors
- Shareholders Agreement – start up business multiple investors
For a combined Investment & Shareholders Agreement for a start-up business with a single investor, see
For combined Investment & Shareholders Agreements for an established business, see
When do I use this document?
- for the assignment of IPR by a third party contractor to a company
- as part of the closing documents in an investment transaction
What are the key features?
- 8 clauses over 4 pages
- in the form of a deed between the company and the assigning contractor
- definitions of Developed IPR and Intellectual Property
- assignment and further assurance provisions
- warranties from the assigning contractor as to ownership of the Assigned IPR
What other documents are available?
For a Deed of Assignment of general intellectual property rights by a founder to a company, see
For a Deed of Assignment of registered and unregistered trade marks, see
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Updated by a lawyer on 12/09/2024
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