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Seed investment agreement
I need a seed investment agreement for an early-stage startup seeking RM500,000 in exchange for 10% equity, with provisions for a convertible note, investor rights, and a clear outline of the use of funds. The agreement should comply with Malaysian legal standards and include a clause for dispute resolution through arbitration.
What is a Seed investment agreement?
A Seed investment agreement sets out the terms when early-stage investors put money into Malaysian startups in exchange for equity. It covers how much they're investing, what percentage of the company they'll own, and key protections for both sides under Malaysian company law.
Beyond just the investment amount, these agreements typically include important details like company valuation, investor rights, and any special conditions before the money changes hands. They often align with Securities Commission Malaysia guidelines and serve as the foundation for future funding rounds as the startup grows.
When should you use a Seed investment agreement?
Use a Seed investment agreement when your Malaysian startup needs early-stage funding and you're ready to exchange equity for capital. This becomes essential once you've found investors willing to back your venture but before any money changes hands. The agreement protects both parties during this critical first round of external investment.
The timing is crucial - put this agreement in place after initial discussions with investors but before finalizing valuation details or transferring funds. Malaysian startups typically need this when moving beyond personal savings or family funding, especially if planning to register the investment with the Securities Commission Malaysia.
What are the different types of Seed investment agreement?
- Simple SAFE Agreement: Most basic form used by Malaysian startups, offering equity rights without complex terms or valuation caps
- Convertible Note Agreement: Includes debt-to-equity conversion terms and interest rates, popular among tech startups
- Priced Equity Agreement: Defines exact share price and ownership percentages upfront, common for more established startups
- Strategic Investment Agreement: Contains additional clauses for corporate investors, including board seats and veto rights
- Bridge Round Agreement: Designed for short-term funding needs with specific conversion triggers and maturity dates
Who should typically use a Seed investment agreement?
- Startup Founders: Lead negotiations and sign the agreement as company representatives, often consulting with advisors on terms
- Angel Investors: High-net-worth individuals providing early-stage capital, typically seeking specific equity terms and rights
- Corporate Lawyers: Draft and review agreements to ensure compliance with Malaysian securities laws and protect client interests
- Venture Capital Firms: Professional investors who structure deals according to their investment thesis and portfolio requirements
- Company Secretary: Handles documentation filing and ensures proper recording with the Companies Commission of Malaysia
How do you write a Seed investment agreement?
- Company Details: Gather current company valuation, shareholding structure, and registration documents from SSM
- Investment Terms: Document the investment amount, equity percentage, and any specific rights or preferences
- Due Diligence: Compile financial statements, business plan, and current contracts for investor review
- Stakeholder Input: Confirm agreement from existing shareholders and board members on new investment terms
- Compliance Check: Verify alignment with Securities Commission Malaysia guidelines for private placements
- Documentation: Use our platform to generate a legally-sound agreement that includes all required elements
What should be included in a Seed investment agreement?
- Parties & Recitals: Full legal names, company registration numbers, and addresses of all involved parties
- Investment Terms: Precise investment amount, equity percentage, and share class details
- Valuation Clause: Pre-money valuation and resulting post-money ownership structure
- Rights & Preferences: Voting rights, board representation, and any special investor privileges
- Transfer Restrictions: Right of first refusal and tag-along/drag-along provisions
- Warranties: Company and founder representations about business condition and compliance
- Malaysian Law: Explicit statement of Malaysian law as governing law and jurisdiction
What's the difference between a Seed investment agreement and a Pre-seed Angel investment agreement?
A Seed investment agreement differs significantly from a Pre-seed Angel investment agreement in several key aspects, though both deal with early-stage funding in Malaysia's startup ecosystem.
- Investment Stage: Seed agreements typically involve larger amounts and more formal investors, while pre-seed deals are usually smaller, informal arrangements with angel investors or family offices
- Legal Structure: Seed agreements have more comprehensive terms and protective clauses, reflecting higher stakes and institutional investor requirements
- Valuation Approach: Pre-seed often uses convertible notes or SAFE agreements with future valuation caps, while seed rounds usually set definite company valuations
- Investor Rights: Seed agreements include more detailed governance rights, board seats, and reporting requirements that aren't typically found in pre-seed documents
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