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Seed investment agreement
I need a seed investment agreement for an early-stage startup seeking $500,000 in funding, with terms including a convertible note structure, a 20% discount rate, and a valuation cap of $5 million. The agreement should also outline investor rights, including pro-rata participation in future funding rounds and a board observer seat.
What is a Seed investment agreement?
A Seed investment agreement sets out the terms when early-stage investors put money into UAE startups in exchange for equity. It's the key legal document that protects both founders and investors during that crucial first round of external funding, typically ranging from AED 100,000 to 2 million.
Under UAE commercial law, these agreements spell out essential details like company valuation, share percentages, investor rights, and voting powers. They often include specific provisions for mainland or free zone companies, anti-dilution protection, and board representation rights. Smart contracts and digital signatures are now legally valid for these agreements in the UAE, making the process more efficient.
When should you use a Seed investment agreement?
Use a Seed investment agreement when your UAE startup is ready to raise its first significant external funding, typically after exhausting initial bootstrapping or family investments. This agreement becomes essential once you've found investors willing to put in capital, but before any money changes hands.
Timing is crucial - you need this agreement in place before accepting investments from angel investors, seed funds, or early-stage VCs in the UAE. It's particularly important when dealing with multiple investors, when offering different share classes, or when operating in regulated sectors like fintech or healthcare where investor rights need careful structuring under UAE law.
What are the different types of Seed investment agreement?
- Simple Seed Agreement: Basic investment terms for single-investor deals in UAE mainland companies, focusing on straightforward equity stakes and voting rights
- Convertible Note Agreement: Structures investment as debt that converts to equity, popular among UAE tech startups in free zones
- SAFE Agreement: Simplified future equity agreement following international standards, adapted for UAE regulatory requirements
- Preferred Share Agreement: Offers investors special rights and privileges, commonly used in UAE Series A-ready startups
- Multi-Investor Seed Agreement: Complex structure for coordinating multiple investors' rights and obligations under UAE commercial law
Who should typically use a Seed investment agreement?
- Startup Founders: Draft and negotiate seed agreements to secure funding while protecting their company's interests and future growth potential
- Angel Investors: Review and sign these agreements when investing personal capital in UAE startups, typically amounts between AED 100,000 to 500,000
- Corporate Lawyers: Prepare and review agreements to ensure compliance with UAE commercial laws and free zone regulations
- Seed Funds: Use standardized versions of these agreements when making multiple investments across their portfolio
- Company Secretary: Maintains official records and ensures proper execution of agreement terms under UAE corporate governance rules
How do you write a Seed investment agreement?
- Company Information: Gather complete corporate documents, trade license, and shareholding structure from the UAE company registry
- Investment Terms: Document the agreed valuation, investment amount, and equity percentage aligned with UAE commercial law
- Investor Details: Collect KYC documents, proof of funds, and corporate approvals if investing through a legal entity
- Rights Package: Define voting rights, board seats, and anti-dilution provisions that comply with UAE regulations
- Exit Strategy: Outline clear mechanisms for future rounds, exits, and dispute resolution under UAE jurisdiction
- Documentation Review: Our platform generates legally-sound agreements tailored to UAE requirements, minimizing drafting errors
What should be included in a Seed investment agreement?
- Investment Terms: Clear statement of investment amount, valuation, and equity percentage following UAE commercial code
- Party Details: Full legal names, Emirates ID numbers, and corporate information for all signatories
- Share Rights: Detailed description of share class, voting rights, and dividend preferences
- Protection Clauses: Anti-dilution provisions and pre-emptive rights aligned with UAE company law
- Board Rights: Appointment powers and voting thresholds for key decisions
- Exit Mechanisms: Tag-along, drag-along rights, and IPO provisions
- Governing Law: Explicit reference to UAE law and preferred dispute resolution forum
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 are used for early-stage funding in UAE startups. The main differences lie in the investment size, terms complexity, and investor rights.
- Investment Stage: Seed agreements typically involve larger amounts (AED 500,000+) and more formal investors, while pre-seed deals are smaller, often under AED 250,000 from informal angel investors
- Legal Structure: Seed agreements include more sophisticated investor protections, board rights, and anti-dilution provisions; pre-seed agreements are simpler and more flexible
- Valuation Approach: Seed rounds require formal company valuation methods under UAE law, while pre-seed often uses convertible instruments or simpler valuation metrics
- Investor Rights: Seed agreements grant stronger governance rights and future investment protections, whereas pre-seed typically offers basic equity rights only
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