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A Pre-seed Angel investment agreement sets out the terms when an angel investor provides early funding to an Irish startup, typically before the company has significant revenue or formal venture capital. It outlines how much money the investor will contribute, what percentage of ownership they'll receive, and key protections for both parties.

Under Irish company law, these agreements commonly include provisions for board observer rights, information access, and anti-dilution protection. The document helps protect angel investors while giving startups the flexibility to grow without overly restrictive terms. Most Irish angels use standardized versions aligned with the HBAN (Halo Business Angel Network) guidelines.

Use a Pre-seed Angel investment agreement when your Irish startup needs its first external funding but isn't ready for venture capital. This agreement becomes essential once you've found an angel investor willing to invest between €25,000 and €250,000 in exchange for equity, typically at the proof-of-concept or early prototype stage.

The timing is crucial - implement this agreement before accepting any investment funds, ideally when you've agreed on basic terms but haven't yet transferred money or shares. Irish startups often need this document when seeking HBAN-affiliated angels or applying for Enterprise Ireland's investment matching schemes. It provides the legal foundation for future funding rounds.

• Basic SAFE Agreement: Most common Irish pre-seed structure, offering simple convertible equity without debt elements. Follows Y Combinator's template but adapted for Irish law.
• Full Subscription Agreement: Comprehensive version with detailed warranties, vesting schedules, and board rights. Used for larger angel rounds above €100,000.
• Convertible Loan Note: Debt-based structure that converts to equity, popular with EIIS-qualifying investors seeking tax relief.
• Simple Term Sheet: Lightweight version for small investments under €50,000, focusing on essential terms only.
• Syndicate Agreement: Structured for multiple angels investing together, with lead investor provisions and pro-rata rights.

• Angel Investors: Individual investors, often HBAN members, who provide early-stage capital and want clear documentation of their equity stake and rights.
• Startup Founders: Early-stage company leaders seeking investment while maintaining control over their business direction and growth strategy.
• Corporate Lawyers: Draft and review agreements to ensure compliance with Irish company law and protect both parties' interests.
• Investment Syndicates: Groups of angels investing together through lead investors, requiring coordinated terms.
• Enterprise Ireland: Often reviews these agreements when considering matching funding through their startup programs.

• Company Details: Gather current cap table, company registration number, and shareholder information from the CRO.
• Investment Terms: Document the agreed investment amount, equity percentage, and any valuation calculations.
• Rights Package: Define investor privileges like board observer rights, information rights, and pre-emption rights.
• Due Diligence: Compile business plan, financial projections, and existing contracts or IP documentation.
• Compliance Check: Verify alignment with Irish Companies Act requirements and HBAN guidelines.
• Stakeholder Review: Share draft with all founders and get written approval from existing shareholders.

• Investment Terms: Clear statement of investment amount, equity percentage, and company valuation under Irish law.
• Share Class Rights: Detailed specification of share type, voting rights, and dividend preferences.
• Anti-dilution Provisions: Protection mechanisms for future funding rounds aligned with Companies Act 2014.
• Information Rights: Investor access to financial reports and business updates per Irish corporate governance.
• Drag-Along Rights: Terms for compelling minority shareholders in exit scenarios.
• Pre-emption Rights: First refusal rights on future share issues as required by Irish law.
• Warranties: Standard founder declarations about company status and operations.

A Pre-seed Angel investment agreement differs significantly from a Seed investment agreement in several key ways, though they may seem similar at first glance. The main distinction lies in their timing, complexity, and typical investment amounts in the Irish market.

• Investment Stage: Pre-seed agreements typically cover the first external funding round (€25,000-€250,000), while Seed investment agreement handles larger, more formal rounds (€250,000-€2 million).
• Investor Rights: Pre-seed agreements usually have lighter investor protections and simpler governance terms, focusing on basic information rights and anti-dilution.
• Documentation Complexity: Pre-seed agreements are deliberately more streamlined, often using SAFE-style structures, while seed agreements include comprehensive warranties and conditions precedent.
• Valuation Approach: Pre-seed often uses uncapped notes or broad valuation caps, while seed rounds require specific company valuations and detailed cap tables.