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A Seed investment agreement sets the terms when early-stage investors put money into Filipino startups in exchange for equity. It outlines how much funding the startup gets, what percentage of ownership investors receive, and key protections for both sides - usually before the company has significant revenue or formal valuations.

These agreements typically include provisions about board seats, voting rights, and future funding rounds under Philippine corporation laws. They also spell out important investor safeguards like anti-dilution protection and information rights, while giving startups the flexibility to grow. Many Filipino tech startups use these agreements to raise their first substantial capital from angel investors or local venture capital firms.

Use a Seed investment agreement when your Philippine startup is ready for its first significant external funding, typically ranging from ₱500,000 to ₱5 million. This document becomes essential once you've moved beyond friends-and-family funding and need capital from professional investors like angel networks or early-stage venture capital firms.

The timing is right when you have a working product or service, early customer validation, and need funds to scale operations. Many Filipino tech startups implement these agreements during their pre-revenue phase or when monthly revenues reach ₱100,000-300,000. Having this agreement in place protects both parties during this critical growth stage and sets clear expectations for future funding rounds.

• Simple Direct Investment: Basic seed agreements for straightforward equity purchases, common in Philippine tech startups seeking their first professional funding round
• Convertible Note Structure: Offers debt that converts to equity at a future valuation, popular among Manila-based fintech startups
• SAFE Agreement Variation: Similar to Y Combinator's SAFE but adapted to Philippine securities laws, preferred by early-stage startups
• Milestone-Based Release: Structures funding in tranches based on achieving specific business goals, common in Philippine biotech and hardware startups
• Co-Investment Structure: Designed for multiple seed investors investing simultaneously, often used by local angel investor networks

• Startup Founders: Lead the negotiation process and must understand key terms as they'll be bound by investment restrictions and reporting requirements
• Angel Investors: Individual investors or members of Philippine angel networks who provide initial capital and often take advisory roles
• Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine securities laws and protect both parties' interests
• Venture Capital Firms: Early-stage VCs investing in Philippine startups, particularly in tech and digital sectors
• Board Members: New and existing directors who oversee governance changes resulting from the investment

• Company Details: Gather incorporation documents, SEC registration, latest financial statements, and cap table showing current ownership structure
• Investment Terms: Define investment amount, valuation, equity percentage, and any specific milestones or conditions
• Investor Information: Collect investor credentials, proof of funds, and any special rights or preferences they require
• Corporate Approvals: Secure board resolutions and existing shareholder approvals as required by Philippine corporation laws
• Future Planning: Document anti-dilution provisions, exit rights, and future funding round terms to avoid conflicts later

• Investment Terms: Clear statement of investment amount, valuation, and equity percentage being transferred
• Representations & Warranties: Statements about company status, ownership, and compliance with Philippine laws
• Rights & Preferences: Detailed investor privileges, voting rights, and board representation terms
• Transfer Restrictions: Rules on selling shares and right of first refusal provisions
• Anti-dilution Protection: Safeguards against value dilution in future funding rounds
• Information Rights: Investor access to financial statements and company records
• Exit Provisions: Terms for company sale, IPO, or other liquidity events

A Seed investment agreement often gets confused with a Pre-seed Angel investment agreement, but they serve different stages of startup funding in the Philippines. Here are the key differences:

• Investment Size: Seed rounds typically range from ₱2-10 million, while pre-seed deals are smaller, usually ₱500,000-2 million
• Company Stage: Pre-seed agreements suit very early companies with just an idea or prototype, while seed agreements work for startups with some market validation
• Investor Rights: Seed agreements include more sophisticated investor protections and governance rights than pre-seed deals
• Valuation Approach: Pre-seed often uses convertible instruments with caps, while seed rounds usually set firm valuations
• Documentation Complexity: Seed agreements require more detailed terms and compliance with Philippine securities regulations