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?
- secured loan agreement for a secured loan of a fixed amount to be drawn in a single advance
- for a borrower which is a company incorporated in England and Wales
- for a loan repayable on a single repayment date or in instalments
What are the key features?
- easy to edit, with 21 clauses over 13 pages
- single advance of specified loan amount
- regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest
- repayment either on a single repayment date or in instalments
- undertakings from the borrower, including to provide information to the lender and prohibition on granting security and additional borrowings
- events of default, including a failure by the borrower to repay the loan or interest, leading to the lender having the right to demand immediate repayment
What else do I need to know?
The security would need to be created and governed by a separate security document between the borrower and the lender, depending on the nature of the secured property or assets. Examples of security documents include:
- a charge over property
- a charge over shares
- a debenture, containing fixed and floating charges over all of the borrower’s assets and undertaking
What other documents are available?
For a form of unsecured loan document, see
For forms of unsecured and secured facility agreements, for advances of loans in several lump sums, see
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Updated by a lawyer on 02/07/2025
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