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Seed investment agreement
I need a seed investment agreement for an early-stage startup seeking 鈧150,000 in exchange for 10% equity, with provisions for pro-rata rights, a board observer seat, and a founder vesting schedule over four years with a one-year cliff.
What is a Seed investment agreement?
A Seed investment agreement outlines the terms when early-stage investors provide capital to Dutch startups in exchange for equity. These agreements typically cover the first formal funding round, where investors (often angel investors or small venture capital firms) inject between 鈧50,000 and 鈧500,000 into promising new companies.
Under Dutch corporate law, the agreement sets out crucial details like valuation, share price, voting rights, and anti-dilution protections. It also includes key investor safeguards through warranties and information rights, while establishing milestones the startup must meet. Most Dutch seed agreements follow standardized templates from organizations like NVP (Nederlandse Vereniging van Participatiemaatschappijen) to streamline the investment process.
When should you use a Seed investment agreement?
Use a Seed investment agreement when your Dutch startup needs its first significant external funding, typically between 鈧50,000 and 鈧500,000. This agreement becomes essential once you've found investors ready to back your company but need to formalize the terms of their investment and protect both parties' interests.
The timing is crucial - implement this agreement before any money changes hands, but after you've agreed on basic terms like valuation and equity stakes. Dutch startups often need this document when transitioning from self-funding or friends-and-family money to professional investors, especially if you're planning to scale quickly or need capital for product development, market expansion, or hiring key personnel.
What are the different types of Seed investment agreement?
- Simple Direct Investment: The most basic form used for single investors, focusing on straightforward equity stakes and voting rights
- Convertible Note Agreement: Structured as debt that converts to equity, popular among Dutch tech startups for its flexibility
- Multiple Investor Seed Round: More complex agreements handling multiple investors with different entry points and rights
- Strategic Investor Version: Includes additional provisions for corporate investors who might offer strategic value beyond capital
- Bridge Round Agreement: Modified seed terms for temporary funding between larger investment rounds, often with unique conversion terms
Who should typically use a Seed investment agreement?
- Startup Founders: Draft and negotiate the initial terms, representing their company's interests and future growth plans
- Angel Investors: Individual investors who review and sign the agreement, often contributing between 鈧50,000 and 鈧250,000
- Venture Capital Firms: Professional investment firms who typically lead larger seed rounds and often propose standardized agreement terms
- Corporate Lawyers: Draft and review agreements to ensure compliance with Dutch corporate law and protect both parties' interests
- Company Board Members: Must approve the final agreement terms and oversee implementation of investment conditions
- Dutch Notaries: Required to execute certain aspects of the agreement, particularly share transfers and corporate structure changes
How do you write a Seed investment agreement?
- Company Details: Gather current capitalization table, financial statements, and corporate registration documents
- Investment Terms: Define investment amount, valuation, share price, and type of shares being issued
- Investor Information: Collect KYC documentation, proof of funds, and investment entity details
- Governance Rights: Outline board seats, voting rights, and information access privileges
- Key Milestones: Document specific company goals and timeline commitments
- Exit Provisions: Specify drag-along rights, tag-along rights, and anti-dilution protections
- Notarial Requirements: Prepare documentation for Dutch notary review and execution
What should be included in a Seed investment agreement?
- Party Identification: Full legal names, addresses, and registration details of company and investors
- Investment Terms: Precise amount, valuation, share price, and class of shares being issued
- Warranties Section: Company representations about financial status, intellectual property, and legal compliance
- Shareholder Rights: Voting powers, board representation, and information access privileges
- Transfer Restrictions: Lock-up period, right of first refusal, and tag-along/drag-along rights
- Anti-dilution Protection: Terms protecting investor ownership percentage in future rounds
- Dutch Law Compliance: Specific references to Dutch corporate law and notarial requirements
- Dispute Resolution: Jurisdiction choice and arbitration procedures under Dutch law
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. Understanding these differences helps you choose the right agreement for your startup's current stage.
- Investment Size: Seed agreements typically handle larger amounts (鈧50,000-鈧500,000) while pre-seed deals usually involve smaller investments (鈧10,000-鈧50,000)
- Investor Profile: Seed rounds often involve professional investors or VCs, while pre-seed agreements are typically used with angel investors or family offices
- Legal Complexity: Seed agreements include more sophisticated provisions for investor rights, board seats, and future rounds
- Company Stage: Pre-seed deals suit very early companies with minimal structure, while seed agreements assume some operational history and formal valuation
- Documentation Requirements: Seed agreements demand more extensive due diligence and formal financial projections
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