Investment and Shareholders Agreement: start-up business single investor
A combined investment and shareholders agreement for the investment in a start-up business by a single investor.
Background
When use a combined investment and shareholders agreement?
A combined investment and shareholders agreement is likely to be suitable:
- for the first investment in a company by an investor
- where the company does not anticipate future investment rounds involving additional investors
About this Investment and Shareholders Agreement
This document is for the investment by a single investor in a start-up private limited company. It covers both the investment terms and acts as the shareholders agreement between the investor and the founders of the company going forward.
Document features:
- subscription: the 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. As the investment is in a start-up company, the warranties reflect the limited trading history of the company
- limitations on liability: legal limitations on the potential liability under the warranties of the company and the founders
- investor director: the investor’s right 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: process for the transfer of shares, including:
- pre-emption rights on share transfers
- compulsory transfer events, including if a founder ceases to be employed by the company whether as a good or a bad leaver
- tag-along and drag-along rights
- reserved matters: a list of matters requiring the prior approval of the investor
- information rights: rights of the investor to information about the company and its finances
- restrictive covenants: restrictions on the founders in terms of competing with the company and soliciting customers, suppliers and employees of the company
Explanatory guidance
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