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 a share sale transaction
  • where confidential information about the target company will be disclosed to a potential buyer
  • for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

  • 17 clauses over 9 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 the seller 
  • prohibition on the buyer poaching the target company’s employees
  • contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
  • duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

    • non-solicitation covenants
    • a contractual indemnity for breach of the confidentiality obligations
    • the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 02/07/2025

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