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A Pre-seed Angel investment agreement helps Dutch startups secure their first round of funding from individual investors, typically before venture capital firms get involved. It sets out how much money the angel investor will provide, what percentage of company ownership they'll receive, and their rights as early stakeholders.

Under Dutch corporate law, these agreements often include specific protections for both founders and angels, such as anti-dilution provisions and information rights. They're simpler than later-stage investment contracts but still need to comply with Dutch financial regulations, especially regarding private placements and shareholder rights under the BV (private limited company) structure.

Use a Pre-seed Angel investment agreement when your Dutch startup needs its first external funding but isn't ready for venture capital. It's essential when bringing in individual investors who'll contribute between €25,000 and €250,000 - the typical angel investment range in the Netherlands.

The agreement becomes crucial once you've found interested angels and need to formalize investment terms. Having it ready before detailed funding discussions helps protect both parties and speeds up the investment process. Dutch startups commonly need this when moving beyond family-and-friends funding but before seeking Series A investment.

• Simple equity investment: Basic Pre-seed Angel investment agreements offering straight equity in exchange for capital, common for Dutch tech startups
• Convertible note structure: Allows the investment to convert to equity at a future funding round, popular with early-stage software companies
• SAFE agreement variant: Simple Agreement for Future Equity adapted to Dutch law, offering standardized terms with less negotiation
• Participation agreement: Includes active involvement rights, giving angels advisory roles or board observer seats
• Staged investment structure: Releases funding in phases based on milestone achievements, common in biotech startups

• Startup Founders: Initiate and negotiate the Pre-seed Angel investment agreement, representing their company's interests
• Angel Investors: High-net-worth individuals providing early-stage capital, often experienced entrepreneurs themselves
• Corporate Lawyers: Draft and review agreements to ensure compliance with Dutch investment laws
• Business Advisors: Help structure deals and negotiate terms, especially for first-time founders
• Company Directors: Must approve and execute the agreement on behalf of the startup
• Notaries: Required under Dutch law to formalize certain aspects of the investment, particularly share transfers

• Company Details: Gather current valuation, shareholding structure, and BV registration documents
• Investment Terms: Define investment amount, equity percentage, and any convertible note conditions
• Due Diligence: Prepare financial statements, business plan, and existing contracts overview
• Investor Rights: Specify voting rights, board representation, and information access privileges
• Anti-dilution: Determine protection mechanisms for future funding rounds
• Exit Provisions: Outline drag-along and tag-along rights, plus transfer restrictions
• Compliance Check: Verify alignment with Dutch financial regulations and corporate law

• Parties' Details: Full legal names, addresses, and KvK numbers of the startup and investor
• Investment Terms: Precise amount, valuation, and equity percentage calculations
• Share Structure: Details of share class, rights, and transfer mechanisms
• Representations: Company warranties and investor's sophisticated status declaration
• Governance Rights: Information rights, board seats, and voting arrangements
• Anti-dilution: Protection mechanisms for future funding rounds
• Exit Provisions: Tag-along, drag-along rights, and transfer restrictions
• Dutch Law Clause: Explicit statement of Dutch law governance and jurisdiction

A Pre-seed Angel investment agreement differs significantly from a Seed investment agreement in several key aspects, though both handle early-stage funding. The main distinctions focus on investment size, complexity, and investor rights.

• Investment Stage: Pre-seed agreements typically handle smaller amounts (€25,000-€250,000) from individual angels, while seed agreements manage larger institutional investments (€250,000-€2 million)
• Legal Complexity: Pre-seed agreements use simpler terms and fewer provisions, focusing on basic rights and obligations. Seed agreements include more detailed protective clauses and governance structures
• Investor Involvement: Angel agreements often include personal mentorship provisions, while seed agreements focus more on institutional oversight and formal reporting requirements
• Due Diligence: Pre-seed requires lighter verification processes, whereas seed agreements demand comprehensive due diligence and formal documentation