Subscription Agreement: established business multiple investors

When do I use this document?

• for the shareholders agreement between multiple investors and the founders
• where the investment is being documented in a separate subscription agreement
• for a private limited company incorporated in England and Wales
• in conjunction with a Subscription Agreement and new Articles of Association
• for Paper Rock’s associated Subscription Agreement and Articles of Association, see
  • Subscription Agreement – established business multiple investors
  • Articles of Association – established business multiple investors

What are the key features?

• full form shareholders agreement
• 27 clauses and 4 schedules over 30 pages
• 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
• information rights: rights to information for the investors and other shareholders about the company and its finances
• 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
• 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 a combined Investment & Shareholders Agreement for an established business with multiple investors, see

• Investment and Shareholders Agreement – established business multiple investors

For a standalone Shareholders Agreement for an established business with a single investor, see

• Shareholders Agreement – established business single investor

For standalone Shareholders Agreements for start-up business, see 

• Shareholders Agreement – start up business single investor
• Shareholders Agreement – start up business multiple investors