Subscription Agreement: start-up business single investor
Subscription agreement for the investment in a start-up business by a single investor. The agreement covers the investment transaction and includes warranties from the company and founder shareholders.
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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
- 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
For a standalone Subscription Agreement for a start-up business with multiple investors, see
For standalone Subscription Agreements for an established business, see
When do I use this document?
- for general business transactions or joint ventures
- where both parties will disclose confidential information
- for a shorter form NDA with principal legal protections for the parties
What are the key features?
- 17 paragraphs over 3 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to its owner
- duration of agreement
What other documents are available?
For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see
For forms of confidentiality agreement where only one party will disclose confidential information see
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Updated by a lawyer on 02/07/2025
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