Investment and Shareholders Agreement: start-up business single investor
Combined investment and shareholders agreement for the investment by a single investor in a start-up private limited company. The agreement covers the investment transaction and also acts as the shareholders agreement between the investor and the founders of the company.
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When do I use this document?
- for an investment by a single investor 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 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)
- 28 clauses and 5 schedules over 35 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 each founder
- limitations on liability: limitations on potential liability under the warranties of the company and the founders
- investor director: the investor’s 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 from the investor
- information rights: investor’s 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 a single investor in a start-up business, see
- Subscription Agreement – start up business single investor
- Shareholders Agreement – start up business single investor.
For a combined Investment & Shareholders Agreement for a start-up business with multiple investors, see
When do I use this document?
- for general business transactions or joint ventures
- where both parties will disclose confidential information
- for a shorter form NDA with principal legal protections for the parties
What are the key features?
- 17 paragraphs over 3 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to its owner
- duration of agreement
What other documents are available?
For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see
For forms of confidentiality agreement where only one party will disclose confidential information see
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Updated by a lawyer on 02/07/2025
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