Investment and Shareholders Agreement: established business multiple investors
Combined investment and shareholders agreement for the investment by multiple investors in an established business. 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 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 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)
- 31 clauses and 5 schedules over 46 pages
- subscription: mechanism and terms for the subscription for shares by the investors
- conditions: conditions to the closing of the investment (if applicable)
- completion: completion of the investment, including the issue of shares to the investors and payment by the investors
- 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
- investor rights: exercisable by a majority of the investors
- directors:
- investor director: investors’ 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 investors (acting by investor majority) and other shareholders
- information rights: rights to information for the investors and other shareholders about the company and its finances
- restrictive covenants: restrictions on the founders from competing with the company andsoliciting 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 an established business, see
- Subscription Agreement – established business multiple investors
- Shareholders Agreement – established business multiple investors
For a combined Investment & Shareholders Agreement for an established business with a single investor, see
For combined Investment & Shareholders Agreements for a start up business, see
When do I use this document?
- for a services agreement between a shareholder and a joint venture company
- for a range of services, including office facilities, IT support and accounting, tax and HR services
- for a JV company which is a private limited company incorporated in England and Wales
What are the key features?
- 23 clauses and one schedule over 13 pages
- range of services to be provided, to be adapted to suit the circumstances
- fees and third party costs to be paid to the service provider
- limitations of liability for the service provider
- termination provisions, including the service provider ceasing to be a shareholder in the company
When do I use a shareholder operational services agreement?
A corporate shareholder may agree to provide operational and support services to a company, often as part of a joint venture. The company itself lacks the necessary resources and infrastructure required the operational and administrative tasks and roles.
Operational services that a shareholder may offer include:
- office facilities: desk space, meeting room and associated services
- IT: computer maintenance and support, exchange server products and services, website hosting and maintenance
- accounting: preparation of management accounts and assistance with annual statutory accounts preparation
- tax: assistance with the company’s tax filings and compliance
- personnel: support with payroll, recruitment and HR related matters
- insurance: participation in group insurance schemes and policies
The services may be provided by the shareholder itself through its own resources or by third party providers, often as part of the shareholder’s own services requirements.
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Updated by a lawyer on 02/07/2025
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