Subscription Agreement: start-up business single investor

When do I use this document?

• for an investment by a single investor in a start-up business
• as a standalone subscription agreement where the parties will have a separate shareholders agreement
• for short form warranties from the company and founders, reflecting the company’s start-up status
• in conjunction with a Shareholders Agreement and new Articles of Association
• for Paper Rock’s associated Shareholders Agreement and Articles of Association, see
  • Shareholders Agreement – start up business single investor
  • Articles of Association: start-up business single investor
• for investment in a private limited company incorporated in England and Wales

What are the key features?

• standalone subscription agreement
• 15 clauses and 2 schedules over 16 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 each founder
• limitations on liability: limitations on potential liability under the warranties of the company and the founders

What other documents are available?

For a combined Investment & Shareholders Agreement for a start-up business with a single investor, see

• Investment and Shareholders Agreement – start up business single investor

For a standalone Subscription Agreement for a start-up business with multiple investors, see

• Subscription Agreement – start up business multiple investors   

For standalone Subscription Agreements for an established business, see

• Subscription Agreement – established business single investor 
• Subscription Agreement – established business multiple investors