Subscription Agreement: established business single investor

When do I use this document?

• for an investment by a single investor in an established business
• as a standalone subscription agreement where the parties will have a separate shareholders agreement
• for full-form warranties to reflect the trading history of the company and any subsidiaries
• for investment in a private limited company incorporated in England and Wales
• in conjunction with a Shareholders Agreement and new Articles of Association
• for Paper Rock’s associated Shareholders Agreement and Articles of Association, see
  • Subscription Agreement – established business single investor
  • Articles of Association – established business single investor

What are the key features?

• standalone subscription agreement
• 16 clauses and 2 schedules over 26 pages
• subscription: 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, if agreed, the founder shareholders
• limitations on liability: limitations on potential liability under the warranties of the company and, if giving warranties, the founders

What other documents are available?

For a combined Investment & Shareholders Agreement for an established business with a single investor, see

•  Investment and Shareholders Agreement – established business single investor

For a standalone Subscription Agreement for an established business with multiple investors, see

• Subscription Agreement – established business multiple investors

For standalone Subscription Agreements for a start-up business, see

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