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 the appointment of an individual to provide consulting services through a service company
- for a fixed term appointment or an appointment terminable on notice
What are the key features?
- 24 clauses over 16 pages
- time-based appointment for a fixed term, terminable by notice by either client or consultant
- service performance obligations on the consultant company, including for performance of the services by the named individual
- consulting fees on the basis of time spent at an agreed contractual rate
- ownership of intellectual property rights arising from the services
- status of the consultant as an independent contractor
- early termination for breach and other circumstances
What else do I need to know?
Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:
- that the individual owns the service company and will continue to do so
- that the individual will be employed by the service company by the individual
- that the client will own intellectual property rights in materials/work product generated by the individual
- that the individual will be responsible for the service company’s performance of the consultancy agreement
We have a form of this side letter available – see
What other documents are available?
For a form of consultancy for a service company on a project basis, see
For forms of consultancy agreement with an individual consultant, see
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Updated by a lawyer on 02/07/2025
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