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Seed investment agreement Template for Denmark

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Key Requirements PROMPT example:

Seed investment agreement

I need a seed investment agreement for an early-stage tech startup seeking €200,000 in exchange for 15% equity, with provisions for investor rights, anti-dilution protection, and a clear outline of the use of funds. The agreement should also include a vesting schedule for founders and a right of first refusal for future funding rounds.

What is a Seed investment agreement?

A Seed investment agreement outlines the terms when early-stage investors put money into Danish startups in exchange for equity. It's the key document that protects both founders and investors during that crucial first round of external funding, typically ranging from 500,000 to 3 million kroner.

These agreements follow Danish corporate law requirements and usually include vital details like share valuation, investor rights, and anti-dilution protection. Most Danish seed deals now use standardized templates from organizations like Vækstfonden, making the process smoother for everyone involved while ensuring compliance with local securities regulations.

When should you use a Seed investment agreement?

Use a Seed investment agreement when your Danish startup needs its first significant external funding, typically between 500,000 and 3 million kroner. This document becomes essential once you've found investors ready to buy shares but before any money changes hands.

Timing is crucial - put this agreement in place right after verbal commitments but before due diligence begins. Many Danish founders start drafting it during initial investor discussions to speed up the process. The agreement protects both sides and helps avoid costly disputes later, especially around share valuation, voting rights, and future funding rounds.

What are the different types of Seed investment agreement?

  • Simple seed agreements: Basic contracts used for straightforward investments under 1 million kroner, typically with single investors
  • Convertible note agreements: Popular among Danish tech startups, these delay formal valuation while providing investment now
  • Full-scope seed agreements: Comprehensive contracts for larger investments with multiple investors, including detailed governance rights
  • Standardized Vækstfonden templates: Government-backed format widely used in Denmark, offering balanced terms for both parties
  • Industry-specific variations: Customized agreements for biotech, fintech, or green energy sectors, addressing unique regulatory requirements

Who should typically use a Seed investment agreement?

  • Startup Founders: Usually sign as representatives of their company, offering equity in exchange for investment while protecting their future control
  • Angel Investors: Individual investors who provide seed capital, typically between 500,000 to 3 million kroner
  • Danish Business Lawyers: Draft and review agreements to ensure compliance with local corporate law and protect client interests
  • Vækstfonden Representatives: Often involved as co-investors or guarantors in early-stage Danish startups
  • Board Members: Must approve and oversee the implementation of seed investment terms
  • Corporate Secretaries: Handle documentation and ensure proper registration with Danish authorities

How do you write a Seed investment agreement?

  • Company Valuation: Get a professional pre-money valuation and decide how much equity you're willing to offer
  • Investment Terms: Define the total investment amount, share price, and any staged payment schedules
  • Shareholder Rights: Document voting rights, board seats, and anti-dilution provisions
  • Due Diligence Package: Prepare financial statements, business plan, and corporate documents
  • Milestone Planning: Outline key business targets and related funding release conditions
  • Exit Strategy: Specify terms for future funding rounds, sale options, or IPO scenarios
  • Legal Compliance: Ensure alignment with Danish corporate law and securities regulations

What should be included in a Seed investment agreement?

  • Parties & Definitions: Full legal names of the startup, investors, and key terms used throughout
  • Investment Terms: Precise amount, share price, and payment schedule in Danish kroner
  • Share Details: Class of shares, number issued, and percentage of ownership post-investment
  • Representations & Warranties: Company's legal status and founders' authority to issue shares
  • Investor Rights: Voting powers, board representation, and information access rights
  • Anti-dilution Protection: Terms protecting investor stake in future funding rounds
  • Danish Law Compliance: Reference to governing law and jurisdiction clauses
  • Exit Provisions: Tag-along rights and procedures for company sale or IPO

What's the difference between a Seed investment agreement and an Investment agreement term sheet?

A Seed investment agreement differs significantly from a Investment agreement term sheet in both scope and legal binding power. While both documents relate to startup funding, they serve distinct purposes in the Danish investment landscape.

  • Legal Force: Seed agreements are fully binding contracts, while term sheets are typically non-binding preliminary documents outlining key investment terms
  • Detail Level: Seed agreements contain complete legal provisions, warranties, and exact share calculations; term sheets only capture main points and valuations
  • Timing: Term sheets come first as negotiation tools, followed by the formal seed agreement once terms are agreed
  • Cost and Complexity: Term sheets are simpler and cheaper to draft, while seed agreements require more detailed legal work and due diligence
  • Usage: Danish startups often use term sheets to attract multiple investors, but need seed agreements to actually close the deal

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