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Safe Investment Agreement for the United Kingdom

Safe Investment Agreement Template for England and Wales

A Safe Investment Agreement is a legally binding document used in England and Wales that provides a structured framework for early-stage investment in companies. It allows investors to provide funding in exchange for the right to receive equity at a later date, typically during a priced equity funding round. The agreement includes provisions for valuation caps, discount rates, and conversion mechanisms, while operating within the regulatory framework of UK financial services law.

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What is a Safe Investment Agreement?

The Safe Investment Agreement, governed by English and Welsh law, is designed to streamline early-stage investment processes while protecting both investor and company interests. It's particularly useful for startups seeking seed funding before a formal valuation is established. The agreement provides a simplified alternative to convertible notes, reducing legal complexity and costs while ensuring compliance with UK financial regulations. This document type has become increasingly popular in the UK startup ecosystem since its adaptation from the Y Combinator SAFE format.

What sections should be included in a Safe Investment Agreement?

1. Parties: Identification and details of the investor and company

2. Background: Context of the investment and company's business

3. Definitions: Key terms used throughout the agreement

4. Investment Terms: Amount, valuation cap, discount rate, and conversion mechanisms

5. Rights and Obligations: Parties' responsibilities and investor rights

6. Conversion Provisions: Terms for converting the investment into equity

What sections are optional to include in a Safe Investment Agreement?

1. Most Favored Nation: Protection ensuring investor gets best terms offered to subsequent investors

2. Pro-rata Rights: Right to participate in future funding rounds

3. Information Rights: Investor's right to receive company information and financial reports

What schedules should be included in a Safe Investment Agreement?

1. Company Cap Table: Current shareholding structure and ownership details

2. Investment Terms Sheet: Summary of key commercial terms agreed between parties

3. Form of Conversion Notice: Template for executing conversion rights when triggered

4. Company's Latest Accounts: Financial statements and projections of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




























Clauses

























Industries

Companies Act 2006: Primary legislation governing company formation, structure, and share capital arrangements in England and Wales

Financial Services and Markets Act 2000 (FSMA): Core legislation regulating financial services and markets in the UK, establishing regulatory framework and requirements for investment activities

Financial Services Act 2012: Updates to financial services regulation, including amendments to FSMA and establishment of FCA and PRA

Consumer Rights Act 2015: Legislation protecting consumer rights, relevant when dealing with retail investors

Financial Conduct Authority (FCA) Regulations: Regulatory requirements and guidelines for financial services firms and investment activities

Prudential Regulation Authority (PRA) Requirements: Regulatory standards for financial institutions focusing on financial stability and prudential matters

FSMA Regulated Activities Order 2001: Defines which activities require FCA authorization and regulation in the financial services sector

Alternative Investment Fund Managers Directive (AIFMD): Regulatory framework for alternative investment fund managers operating in the UK

Markets in Financial Instruments Directive II (MiFID II): Regulations governing financial markets and improving protections for investors

Money Laundering Regulations 2017: Requirements for preventing and detecting money laundering in financial transactions

Data Protection Act 2018: UK's implementation of data protection requirements, including UK GDPR provisions

Electronic Communications Act 2000: Legislation governing electronic signatures and electronic commerce

Income Tax Act 2007: Tax legislation relevant for investment returns and investor obligations

Corporation Tax Act 2010: Tax framework for corporate entities involved in investment arrangements

Enterprise Investment Scheme (EIS) Regulations: Tax relief scheme for investments in qualifying companies

Seed Enterprise Investment Scheme (SEIS) Regulations: Tax relief scheme for early-stage company investments

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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