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Free UK Series A Investment Agreement Template

An Investment Agreement — also called a Subscription Agreement — is the document that records the terms on which an Investor injects equity capital into a UK private limited company in a seed or Series A round. Alongside the bespoke Articles of Association and the Shareholders' Agreement, it forms one corner of the standard three-document UK early-stage closing pack. Use our free UK template to draft a BVCA-aligned Investment Agreement for an English, Scottish or Northern Irish company with founder vesting, broad-based weighted anti-dilution, drag-along and tag-along, Investor Director and Reserved Matters, full EIS / SEIS / VCT tax compliance (including the 6 April 2026 threshold reform) and the ECCTA 2023 identity verification regime that is live for every UK director and PSC from 18 November 2025.

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INVESTMENT AGREEMENT
Subscription And Series A Funding Round  ·  Companies Act 2006  ·  England And Wales  ·  4 June 2026
COMPANY
Quayside AI Limited
4 Albemarle Court, London, W1S 4HE
Companies House No. 12873621
By: Alexandra J. Whitmore, Director and CEO
LEAD INVESTOR
Northstar Ventures III LP
8 St James's Square, London, SW1Y 4JU
By: Geoffrey D. Hartnell, Authorised Signatory for the General Partner
CO-INVESTOR A
Brentwood Capital Partners LLP
23 Berkeley Square, London, W1J 6HE
CO-INVESTOR B
Lord Henry M. Crofton (EIS Angel)
15 Eaton Mews North, Belgravia, London, SW1X 8LP
Quayside AI Limited (12873621)
Subscription: £5,000,000 · Pre-money: £15,000,000 · Class: Series A Preference Shares
This Investment Agreement (the "Agreement") is made on 4 June 2026 between (1) Quayside AI Limited, a company registered in England and Wales under number 12873621 with registered office at 4 Albemarle Court, London, W1S 4HE (the "Company"); and (2) Northstar Ventures III LP of 8 St James's Square, London, SW1Y 4JU (the "Lead Investor"); and (3) Brentwood Capital Partners LLP of 23 Berkeley Square, London, W1J 6HE; and (4) Lord Henry M. Crofton (EIS Angel) of 15 Eaton Mews North, Belgravia, London, SW1X 8LP (together with the Lead Investor, the "Investors"). The Company is incorporated as a private limited company under the Companies Act 2006. The Investors wish to subscribe for Series A Preference Shares in the Company on the terms set out in this Agreement (the "Series A funding round").
1.
SUBSCRIPTION FOR SHARES
1.1 Subscription. On the terms of this Agreement, the Company shall allot and issue, and the Investors shall subscribe for, 1,000,000 Series A Preference Shares of £0.01 each in the share capital of the Company at an issue price of £0.01 (nominal value) plus a premium of £4.99 per share, for a total subscription amount of £5,000,000.

1.2 Pre-money valuation. The agreed pre-money valuation of the Company for the purpose of this round is £15,000,000.

1.3 Share allocation. The shares to be issued are allocated between the Investors pro-rata to their subscription amounts, as set out in the Subscription Schedule.

1.4 Pre-emption disapplied. The pre-emption rights of existing members under section 561 of the Companies Act 2006 are disapplied in relation to the allotment under this Agreement, by way of authority given to the directors pursuant to section 570 of the Companies Act 2006 by an ordinary resolution of the Company's members passed on or before Completion.
2.
COMPLETION
2.1 Date. Completion of the subscription shall take place on 30 June 2026 at the office of the Company's solicitors (or such other place as the parties agree in writing).

2.2 Investor obligations. At Completion, each Investor shall pay its share of the subscription monies in cleared funds to the Company's nominated bank account against delivery of the items in clause 2.3.

2.3 Company obligations. At Completion, the Company shall: (a) allot and issue the relevant shares to each Investor; (b) procure that the directors pass a board resolution approving the allotment, updating the register of members, and adopting the new Articles (where applicable); (c) procure that the Company files the necessary Companies House returns (SH01 + confirmation statement update) within 14 days; and (d) deliver to each Investor a share certificate in respect of the shares allotted within 30 Business Days of Completion.

2.4 Use of proceeds. The Company shall use the subscription monies for the following purposes: (i) £2,000,000 for product development (AI model training infrastructure + 8 senior engineering hires);
(ii) £1,500,000 for go-to-market expansion (UK + DACH sales teams);
(iii) £750,000 for working capital (12-month runway extension);
(iv) £500,000 for RandD tax credit-eligible activity;
(v) £250,000 transaction costs (legal + DD + closing).. Material departures from this use of proceeds require the prior written consent of the Investor Majority.
3.
THE FOUNDERS
The Founders of the Company at Completion and their pre-round shareholdings are:

Alexandra J. Whitmore (CEO) — 45% of pre-round issued share capital
Dr. Raj K. Patel (CTO) — 35% of pre-round issued share capital
Marcus T. Edenfield (COO) — 10% of pre-round issued share capital

The Founders' shareholdings reflect their respective contributions to the Company's founding, development and ongoing management. Each Founder accepts that, by reason of their position as a Founder and a director of the Company, they owe the fiduciary duties set out in sections 171 to 177 of the Companies Act 2006.
4.
GOVERNING LAW AND JURISDICTION
This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.
5.
FOUNDER VESTING AND LEAVER PROVISIONS
5.1 Vesting period. The Founder Shares vest over a period of 4 years from Completion, with a 12-month cliff (no vesting until the first anniversary of Completion, on which 25% of the relevant Founder Shares vest), and the balance vesting in equal monthly instalments over the remaining period.

5.2 Reverse vesting. A portion of the Founder Shares held by each Founder at Completion (as identified in the Subscription Schedule) shall be subject to reverse vesting on the schedule above. The vested portion is retained outright; the unvested portion is forfeited on leaver triggers per clause 5.4.

5.3 Accelerated vesting. Double-trigger acceleration: 100% of unvested Founder Shares shall vest immediately on an Exit or change of control PROVIDED that the relevant Founder is also terminated without cause within twelve (12) months of the Exit (BVCA Model Documents standard).

5.4 Leaver terms.
(a) Good Leaver. A Founder is a Good Leaver if their membership ceases by reason of: death, permanent incapacity, retirement after age 65, redundancy, or wrongful or unfair dismissal (additionally: cessation due to permanent visa rejection (relevant to non-UK Founder); voluntary departure with Investor Majority consent). A Good Leaver retains their vested Founder Shares; unvested shares are forfeited at nominal value (£0.01 per share).
(b) Bad Leaver. A Founder is a Bad Leaver if their membership ceases by reason of: voluntary resignation before the second anniversary of Completion; summary dismissal for cause; material breach of this Agreement; or material breach of their service agreement (additionally: breach of post-Completion service agreement; conviction of any indictable offence). A Bad Leaver forfeits 100% of their unvested Founder Shares at nominal value, AND the Company has an option (exercisable within 90 days of cessation) to purchase the vested Founder Shares at the lower of fair value and the original cost basis.

5.5 Penalty doctrine. The parties agree that the Bad Leaver forfeiture is a genuine pre-estimate of the loss to the Company and to the other shareholders, and is not a penalty within the meaning of Cavendish Square v Makdessi + ParkingEye v Beavis [2015] UKSC 67. The forfeiture is reasonable to protect the legitimate interests of the Company and the Investor in retaining the Founder for the full vesting period.
6.
ANTI-DILUTION
On any allotment of further shares at a price per share less than the price paid by the Investors at Completion (a "Down Round"), the Investors shall be issued additional shares (at nominal value) so as to maintain their effective economic interest using the broad-based weighted average formula: NCP = OCP × ((A + B) / (A + C)) where NCP = New Conversion Price; OCP = Old Conversion Price; A = total issued shares immediately before the down round (on a fully-diluted basis); B = number of shares that would have been issued at the OCP for the Down Round consideration; C = number of shares actually issued in the Down Round.

Carve-outs. No anti-dilution adjustment shall apply to: (a) shares issued under the Company's EMI option pool (up to 12.5% of fully-diluted share capital);
(b) shares issued on conversion of pre-existing convertible loan notes from Crowne Capital ASA (March 2025);
(c) shares issued in connection with a bona-fide strategic partnership with a hyperscale cloud provider, approved by Investor Majority.
7.
EXIT, DRAG, TAG AND PRE-EMPTION
7.1 Drag-along. If a bona-fide offer is received for seventy-five percent (75%) of the issued share capital to sell their shares, the dragging shareholders may require all other shareholders to sell at the same price and on substantially the same terms. The drag right is intended to facilitate a clean exit.

7.2 Tag-along. If a shareholder or group of shareholders transfers thirty-three percent (33%) or more of the issued share capital (other than to a Permitted Transferee), the other shareholders shall have the right (but not the obligation) to sell their shares on a pro-rata basis at the same price and on substantially the same terms. The tag right protects minority shareholders.

7.3 Pre-emption on new issues. On any proposed allotment of new shares, the Company shall first offer those shares to existing shareholders on a pro-rata basis. The Investor Majority may, by written notice, waive pre-emption on behalf of all shareholders (BVCA Feb 2025 optional language).

7.4 Right of first refusal on transfer. On a proposed transfer of shares by any shareholder (other than to a Permitted Transferee), the transferring shareholder shall first offer those shares to the other shareholders pro-rata at the offered price.
8.
BOARD COMPOSITION, INFORMATION RIGHTS AND RESERVED MATTERS
8.1 Investor representation. The Investor Majority shall be entitled to appoint one director to the board of the Company (the "Investor Director"). The Investor Director shall have full voting rights, owes fiduciary duties to the Company under sections 171-177 of the Companies Act 2006, and may share confidential information with the Investors subject to a duty of confidence.

8.2 Information rights. The Company shall provide each Investor with management accounts and key performance indicators on a quarterly basis (within 30 days of each quarter-end), together with annual audited accounts within 6 months of each year-end (BVCA Series A standard). Each Investor shall be entitled to all information rights of a shareholder under Part 16 of the Companies Act 2006 in addition to the bespoke information rights set out above.

8.3 Reserved matters. Without the prior written consent of the prior written consent of the Investor Majority, the Company shall not (and shall procure that no subsidiary shall): (a) vary its articles of association or this Agreement; (b) issue, allot or grant rights over any shares (other than under approved option pool); (c) acquire or dispose of any company, business or material asset; (d) incur indebtedness exceeding £500,000 in aggregate per annum; (e) incur capital expenditure exceeding £150,000 on any single transaction; (f) appoint or remove the auditor; (g) approve the annual budget or material variations from it; (h) commence or settle litigation involving more than £25,000 in value; (i) enter into related-party transactions with any Founder, director, officer or their connected persons; (j) declare or pay any dividend or distribution; (k) change the auditor, accounting reference date or accounting policies; (l) admit or remove any Founder or senior employee; (m) change the principal business of the Company.

Additional reserved matters. (n) entry into any contract with a single customer exceeding £500,000 in annual contract value;
(o) acquisition of any company or business outside the UK;
(p) variation of the EMI option pool above 15% of fully-diluted share capital.
9.
TAX RELIEF (EIS / SEIS / VCT)
9.1 EIS qualifying status. The Company warrants and undertakes that, in relation to the shares issued under this Agreement, it is and shall continue (for the three-year minimum holding period) to meet the EIS qualifying conditions in Part 5 of the Income Tax Act 2007. For shares issued on or after 6 April 2026 the relevant conditions include: (a) gross assets ≤ £30 million immediately before the issue and ≤ £35 million immediately afterwards; (b) annual EIS raise (across all qualifying companies) not exceeding £10 million (£20 million for knowledge-intensive); (c) fewer than 250 full-time equivalent employees (500 for knowledge-intensive); (d) qualifying trade carried on for less than 7 years (10 for knowledge-intensive).

9.2 Advance Assurance. The Company has received HMRC Advance Assurance confirming the proposed share issue qualifies under the relevant scheme. A copy of the Advance Assurance is attached to the Disclosure Letter.

9.3 Conduct. The Company shall not take any action that would cause the shares issued under this Agreement to cease to qualify under the relevant scheme during the three-year minimum holding period. The Company shall promptly notify the Investors of any event that does or may cause the shares to cease to qualify.

9.4 EIS / SEIS compliance statement (forms EIS1 / SEIS1). The Company shall, within the time-frame required by HMRC (typically within 4 months of the share issue), submit the relevant EIS1 / SEIS1 / VCT compliance statement to HMRC and shall promptly thereafter deliver to each Investor an EIS3 / SEIS3 / VCT certificate enabling the Investor to claim tax relief.
10.
WARRANTIES, CAPS AND WANDI
10.1 Founder and Company warranties. The Founders and the Company give to the Investors the warranties set out in the Warranty Schedule (covering Title and Capacity; Corporate Compliance; Accounts; Tax; Material Contracts; Employees; Property; Intellectual Property; Litigation; Insurance; Data Protection). The warranties are repeated at Completion.

10.2 Cap. The aggregate liability of the Founders and the Company under the warranties is capped at one hundred percent (100%) of the subscription amount paid by the relevant Investor. Fraud and fundamental warranty breaches are uncapped.

10.3 Time limit. Claims under the general warranties must be notified within 24 months of Completion; tax warranties within 7 years; fundamental warranties (title and capacity) within 7 years.

10.4 Disclosure Letter. The Founders and the Company are entitled to qualify the warranties by reference to disclosures made in the Disclosure Letter (which shall meet the "fully and fairly disclosed" standard from Infiniteland v Artisan [2005] EWCA Civ 758).

10.6 ECCTA 2023 compliance. The Company warrants that: (a) all directors and PSCs of the Company have complied with the identity-verification regime under sections 1110A-1110N of the Companies Act 2006 (as inserted by ECCTA 2023, live from 18 November 2025); (b) the Company's PSC register is current; (c) the Company maintains reasonable fraud-prevention procedures consistent with the published government guidance under section 199 of the Economic Crime and Corporate Transparency Act 2023 (live for "large organisations" from 1 September 2025); and (d) no director, officer or employee has, to the knowledge of the Founders, facilitated or failed to prevent any associated person from committing fraud for the benefit of the Company.
11.
FOUNDER RESTRICTIVE COVENANTS
11.1 Non-compete. Each Founder covenants that they shall not, during their period as a Founder of the Company and for a period of twelve (12) months after ceasing to hold a beneficial interest in the Company, directly or indirectly carry on or be engaged in any business that competes with the business of the Company within the United Kingdom and the European Union.

11.2 Non-solicit clients. Each Founder covenants that for a period of twelve (12) months after ceasing to be a Founder, they shall not solicit, accept work from, or interfere with the Company's relationship with any client, customer or supplier with whom they had material dealings during the twelve (12) months preceding cessation.

11.3 Non-solicit employees. Each Founder covenants that for a period of twelve (12) months after ceasing to be a Founder, they shall not solicit any employee, consultant or contractor of the Company to leave the Company.

11.4 Reasonableness. The Founders acknowledge that these restraints are reasonable to protect the legitimate goodwill, customer connection and confidential information of the Company. Following Nordenfelt v Maxim Nordenfelt [1894] AC 535 and Tillman v Egon Zehnder Ltd [2019] UKSC 32 (blue-pencil severance), any unenforceable element may be severed without prejudice to the remainder.
12.
DISPUTE RESOLUTION, COSTS AND GENERAL
12.1 Costs. The Company shall reimburse the Investors' reasonable legal and due diligence costs incurred in connection with this Agreement and the closing, capped at £75,000 in aggregate. Payment shall be made within 14 days of Completion.

12.2 Disputes. Any dispute arising under or in connection with this Agreement shall first be referred to mediation under the CEDR Model Mediation Procedure. If unresolved within 60 days, the dispute shall be referred to the exclusive jurisdiction of the courts of England and Wales.

12.3 Variation. No variation of this Agreement shall be effective unless in writing and signed by the Company and the Investor Majority.

12.4 Entire agreement. This Agreement (together with the documents in agreed form referred to in it, including the Articles, Shareholders' Agreement, Disclosure Letter and Subscription Schedule) constitutes the entire agreement between the parties. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty or other assurance not expressly set out in this Agreement (other than for fraud, in which case liability is uncapped).

12.5 Counterparts and electronic execution. This Agreement may be executed in any number of counterparts. Electronic execution (DocuSign, AdobeSign or equivalent) is permitted.

12.6 Third party rights. Save as expressly provided in this Agreement, no provision is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party.
13.
EXECUTION
EXECUTED as an agreement on the date set out at the start of this Agreement by the parties below.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
COMPANY
Alexandra J. Whitmore, Director and CEO
Quayside AI Limited
Date: ____________________
LEAD INVESTOR
Geoffrey D. Hartnell, Authorised Signatory for the General Partner
Northstar Ventures III LP
Date: ____________________
CO-INVESTOR A
Brentwood Capital Partners LLP
Date: ____________________
CO-INVESTOR B
Lord Henry M. Crofton (EIS Angel)
Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

What Is a UK Series A Investment Agreement?

A Series A Investment Agreement (also called a Subscription Agreement) is the contract under which one or more Investors subscribe for newly-issued preference or ordinary shares in a UK private limited company and the company issues those shares in return for the agreed subscription monies. It is the operational corner of the standard UK early-stage equity-round closing pack — sitting alongside the bespoke Articles of Association (which create the share rights) and the Shareholders' Agreement (which governs the ongoing relationship between Investors and Founders). On a typical UK Series A closing, all three documents are executed at the same time and the company files the SH01 return of allotment and updated PSC particulars with Companies House within fifteen days.

The British Private Equity & Venture Capital Association (BVCA) publishes the canonical UK "Model Documents for Early Stage Investments" — Subscription Agreement, Shareholders' Agreement, Articles of Association and Summary of Terms — last refreshed on 26 February 2025. The BVCA model is the de facto market standard for UK seed and Series A; this Doxuno template is BVCA-aligned in structure (parties block, subscription mechanics, completion conditions, founder vesting, warranties, post-completion undertakings, boilerplate) while offering tier-based granularity — a free baseline suitable for friends-and-family or angel seed rounds, and an Expert tier with the full Series A toolkit (anti-dilution, drag/tag, Investor Director, Reserved Matters, EIS / SEIS, ECCTA compliance).

Under UK company law, the issuance of new shares is governed by sections 549-559 of the Companies Act 2006 (directors' authority to allot) and sections 561-568 (statutory pre-emption rights). Both must be disapplied or modified through shareholder resolutions and bespoke Articles before any Series A closing — the Investment Agreement records those resolutions as a condition precedent. Founder vesting is implemented through Articles-level compulsory transfer provisions tested in Cosmetic Warriors Ltd v Andrew Gerrie [2017] EWCA Civ 324 (forfeiture not a penalty where structured as compulsory transfer at fair / leaver value). And from 6 April 2026 the Enterprise Investment Scheme limits jump materially — gross assets cap to £30M before / £35M after, annual raise cap to £10M (£20M knowledge-intensive) — substantially widening the EIS-eligible Series A range.

What's Covered in This Template

This UK Series A Investment Agreement covers the full BVCA-aligned early-stage equity-round architecture, with a tiered split between seed-suitable Free baseline and full Series A Expert.

Company + Investor Parties

Company (with Companies House number, registered office, named signatory) and Lead Investor plus up to two co-Investors with addresses and signatories.

Subscription Mechanics

Round type (seed / Series A / priced seed), share class (Ordinary / Series Seed Preferred / Series A Preferred), nominal value, share premium per share, total shares issued, pre-money valuation.

Subscription Amount

Total round size with allocation between Lead Investor and co-Investors; flagged in the consideration form.

Completion Mechanics + Use of Proceeds

Target completion date plus a free-form use-of-proceeds outline for the Investors' record.

Founder Snapshot

Up to three Founders with role and pre-round holding — captured at the Free tier so the Expert vesting layer drops in without re-keying.

Governing Law

England and Wales / Scotland / Northern Ireland with matching exclusive jurisdiction.

Founder Vesting (Expert)

3 / 4 / 5-year vesting with 12-month cliff (UK Series A standard), monthly / quarterly / annual schedule, single-trigger or double-trigger acceleration on exit.

Reverse Vesting on Pre-Round Holdings (Expert)

Full / partial / none — applies the vesting schedule to founder shares held before the round, the BVCA standard for first-time Series A.

Good Leaver / Bad Leaver (Expert)

Configurable leaver grounds — good leaver redeems at fair value, bad leaver at nominal; Cosmetic Warriors v Gerrie compliant structure.

Anti-Dilution (Expert)

None / broad-based weighted (UK Series A standard) / narrow-based weighted / full ratchet with carve-outs for option plan, conversions and IP-for-equity.

Drag-Along (Expert)

50% / 66% / 75% threshold or Investor-majority-only — protects the exit route through forced sale of the minority on the same terms.

Tag-Along (Expert)

20% / 33% / 50% trigger — protects minority Founders / Investors from being left behind on a partial sale.

Pre-Emption + Right of First Refusal (Expert)

Pro-rata pre-emption on new issues with optional majority waiver; ROFR on existing-share transfers (Articles + IA cross-reference).

Investor Director + Information Rights (Expert)

Investor Director (voting / observer / none) and monthly / quarterly / annual information rights (management accounts, board pack, KPI dashboard).

Reserved Matters (Expert)

Investor Director consent / Investor majority / majority + super-majority with borrowing cap, capex cap and bespoke matters (M&A, equity issuances, executive remuneration).

EIS / SEIS / VCT Compliance (Expert)

6 April 2026 EIS limits (£30M / £35M / £10M / £20M); SEIS (£500K / £200K / <3yr / <25 FTE); HMRC advance assurance status flag.

Warranties + W&I (Expert)

50% / 100% / 200% subscription warranty cap; fundamental warranties at 100%; W&I insurance intent (none / standalone / fundamental-only).

ECCTA 2023 IDV + s.199 Fraud Prevention (Expert)

IDV live for all UK directors / PSCs from 18 November 2025; s.199 failure-to-prevent-fraud (1 September 2025) for 'large' companies.

Founder Restrictive Covenants (Expert)

6 / 12 / 24-month non-compete and non-solicit with UK-wide or narrower radius; Tillman v Egon Zehnder blue-pencil drafting.

Post-Completion Undertakings (Expert)

SH01 filing, updated PSC particulars, share certificates within 10-60 days, stamp duty 0.5% (FA 1986) where applicable.

How to Create a Series A Investment Agreement

Follow these steps to draft a BVCA-aligned UK Series A or seed Investment Agreement.

  1. 1

    Enter Company and Investor Details

    Provide the Company name, Companies House number, registered office and signatory. Add the Lead Investor and up to two co-Investors with addresses and signatories.

  2. 2

    Set Subscription Mechanics

    Choose round type (seed / Series A / priced seed), share class, nominal value and share premium per share. Enter total shares to be issued and pre-money valuation.

  3. 3

    Add Founder Snapshot

    Capture up to three Founders with role and pre-round holding — the data flows through to the Expert founder vesting layer.

  4. 4

    Configure Founder Vesting (Expert)

    Choose vesting period (3 / 4 / 5 years), cliff (6 / 12 / 0 months), schedule (monthly / quarterly / annual), and acceleration (single / double / none).

  5. 5

    Set Anti-Dilution (Expert)

    Pick none, broad-based weighted (UK Series A standard), narrow-based weighted or full ratchet. Add carve-outs for option plan, conversions and IP-for-equity.

  6. 6

    Configure Drag / Tag / Pre-Emption (Expert)

    Set drag-along threshold (50% / 66% / 75% / investor majority), tag trigger (20% / 33% / 50%) and pre-emption rights (pro-rata, with or without majority waiver).

  7. 7

    Set Board and Information Rights (Expert)

    Pick Investor Director (voting / observer / none) and information frequency (monthly / quarterly / annual).

  8. 8

    Configure EIS / SEIS / VCT (Expert)

    Tick EIS / SEIS / both / VCT or none, and indicate HMRC advance assurance status (held / in progress / none).

  9. 9

    Add Founder Restrictive Covenants (Expert)

    Pick 6 / 12 / 24-month non-compete and non-solicit with UK-wide or narrower radius.

  10. 10

    Review and Download

    Preview the Investment Agreement and download as a free PDF or, with Expert, an editable Microsoft Word (.docx) for execution at closing alongside the bespoke Articles and Shareholders' Agreement.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

Free PDF

Print-ready PDF

Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

Word · .docx

Editable Word (.docx)

Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

Requires Expert one-time unlock or any paid Doxuno subscription.

Legal Considerations

UK Series A Investment Agreements sit at the centre of an interlocking statutory framework — Companies Act 2006 share issuance rules, ITEPA 2003 employment-related-securities provisions for founder vesting, the Enterprise Investment Scheme and Seed Enterprise Investment Scheme tax codes, and the ECCTA 2023 identity verification and fraud prevention regimes.

This template is for informational purposes only and does not constitute legal advice. UK Series A rounds are highly specialised — for any round above £1 million, any round with a US Investor or other non-UK Investor, any company in a regulated sector, or any round seeking EIS / SEIS / VCT relief, professional legal and tax advice from corporate counsel and a chartered tax adviser is strongly recommended.

Reviewed for England & Wales, Scotland and Northern Ireland law

Companies Act 2006 — Share Issuance and Pre-Emption

A UK private limited company's directors have no automatic authority to allot new shares — sections 549-551 of the Companies Act 2006 require either Articles authority or a shareholder ordinary resolution under section 551. Statutory pre-emption rights under sections 561-568 give existing shareholders the right of first refusal on any new issue of equity securities, and must be disapplied by special resolution under section 570 or 571 before any third-party Investor can subscribe. The Investment Agreement records both as conditions precedent to completion, and the post-completion SH01 return of allotment must be filed at Companies House within 15 days under section 555.

EIS and SEIS — Tax Relief for Investors and the 6 April 2026 Reform

The Enterprise Investment Scheme (Income Tax Act 2007 Part 5) gives UK Investors 30% income-tax relief on subscriptions up to £1 million per tax year (£2 million for knowledge-intensive companies) plus capital gains tax deferral and 100% CGT exemption on disposal after three years. For shares issued on or after 6 April 2026 the company-level thresholds jump materially: gross assets cap from £15 million / £16 million to £30 million / £35 million (before / after issue); annual raise cap from £5 million to £10 million (£20 million knowledge-intensive); FTE cap from 250 to retained 250 but with broader trading-age window. The Seed Enterprise Investment Scheme (Part 5A) continues with a £500,000 lifetime company cap and a £200,000 per-Investor annual relief — both applying from April 2025. The template embeds compliance flags so HMRC advance assurance can be confirmed before subscription.

Founder Vesting and the Cosmetic Warriors Penalty Defence

UK Series A founder vesting is implemented through Articles-level compulsory-transfer provisions on cessation of employment or directorship: shares unvested at the cessation date transfer back to the company (or to the remaining Founders) at nominal value for a bad leaver, or at fair value for a good leaver. The Court of Appeal in Cosmetic Warriors Ltd v Andrew Gerrie [2017] EWCA Civ 324 confirmed that this structure is enforceable and does NOT engage the penalty clause doctrine modernised in Cavendish Square Holding BV v Makdessi [2015] UKSC 67 — the compulsory transfer is treated as a primary obligation of the share rights, not a secondary remedy for breach. The template's good leaver / bad leaver toggle maps directly onto this jurisprudence.

ECCTA 2023 — IDV from 18 November 2025 and Fraud Prevention from 1 September 2025

The Economic Crime and Corporate Transparency Act 2023 introduced compulsory identity verification (IDV) for everyone running a UK company. Voluntary IDV through GOV.UK One Login or in-person at a UK Post Office (free) has been available since 8 April 2025. From 18 November 2025 IDV is compulsory for every UK company director and PSC — new directors and PSCs verify before being appointed; existing directors / PSCs verify on the company's next confirmation statement (12-month transition). For a Series A closing, the new Investor Director and any new PSC (typically the Lead Investor if it crosses the 25% threshold under section 1124 CA 2006) must verify before completion. Separately, the failure-to-prevent-fraud offence under section 199 ECCTA went live on 1 September 2025 for 'large organisations' — 250+ employees, £36M+ turnover, £18M+ balance sheet meeting any two. The Expert template flags both regimes.

Anti-Dilution — Why UK Series A Uses Broad-Based Weighted

Anti-dilution protection adjusts the conversion ratio of preference shares on a down-round (a subsequent issue at a price below the Series A subscription price) so the Series A Investor's economic stake is not diluted. UK Series A market standard is broad-based weighted average — the new conversion price is adjusted by reference to all outstanding shares plus the option pool (broad base), giving Founders more headroom than narrow-based (which excludes the option pool) and far more than full ratchet (which mechanically resets to the new price regardless of size). Full ratchet remains highly unusual in UK Series A outside distressed second-round contexts; the template offers all four methods so the parties can match the term sheet.

Unfair Prejudice Petitions — s.994 CA 2006 and O'Neill v Phillips

A minority Investor in a UK private company has a statutory remedy for "unfair prejudice" under section 994 of the Companies Act 2006. O'Neill v Phillips [1999] UKHL 24 set the modern test: the conduct complained of must be unfair when assessed against the explicit and implicit understandings on which the shareholder participated, drawing on the "quasi-partnership" concept developed in Ebrahimi v Westbourne Galleries [1973] AC 360. Re Citybranch Group Ltd [2004] EWCA Civ 815 confirmed buy-out at fair value as the standard remedy. A well-drafted Investment Agreement — with clear Reserved Matters, defined Investor information rights, and an exit path through drag-along — substantially reduces s.994 exposure by making the parties' expectations explicit on the record.

Frequently Asked Questions

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Draft a BVCA-aligned UK Series A or seed Investment Agreement with founder vesting, broad-based weighted anti-dilution, drag/tag, Investor Director and Reserved Matters, plus full EIS / SEIS / VCT and ECCTA 2023 compliance. Fill in the details, preview and download in minutes.

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