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Seed investment agreement
I need a seed investment agreement for an early-stage startup seeking to raise HKD 2 million from angel investors. The agreement should include terms for equity ownership, a pre-money valuation, investor rights, and a vesting schedule for founders, with a focus on protecting intellectual property and ensuring compliance with Hong Kong regulations.
What is a Seed investment agreement?
A Seed investment agreement sets out the terms when early-stage investors put money into a startup in exchange for equity. It's typically the first major funding round after friends and family investments, where angel investors or small venture capital firms invest between HK$500,000 to HK$5 million.
Under Hong Kong's Companies Ordinance, these agreements cover key terms like valuation, share class rights, board seats, and anti-dilution protections. They often include specific provisions for future funding rounds and exit rights, helping both founders and investors establish clear expectations while complying with Securities and Futures Commission requirements.
When should you use a Seed investment agreement?
Use a Seed investment agreement when your startup needs its first significant capital injection beyond personal savings or family funding. This formal agreement becomes essential once you're ready to bring in professional investors who expect clear terms and protections for their investment of HK$500,000 or more.
The timing is right when you have a proven concept, early revenue or user traction, and need capital to scale. Hong Kong startups often implement these agreements during fundraising rounds with angel investors or seed-stage venture capital firms, particularly when the investment involves share transfers, voting rights, or board representation.
What are the different types of Seed investment agreement?
- Simple Seed Agreement: Most basic version focusing on investment amount, valuation, and share allocation - ideal for straightforward angel investments
- Convertible Note Seed Agreement: Structures the investment as debt that converts to equity later, popular with Hong Kong tech startups
- Full-Rights Seed Agreement: Comprehensive version with detailed investor protections, board rights, and anti-dilution provisions
- Corporate Seed Agreement: Tailored for corporate investors with specific reporting requirements and strategic rights
- Bridge Seed Agreement: Short-term funding structure designed to lead into a larger Series A round
Who should typically use a Seed investment agreement?
- Startup Founders: Sign as company representatives, negotiate terms, and ensure compliance with corporate governance requirements
- Angel Investors: Provide seed capital, typically HK$500,000 to HK$2 million, and receive equity stakes or convertible rights
- Corporate Lawyers: Draft and review agreements, ensure compliance with Hong Kong securities laws, and protect client interests
- Venture Capital Firms: Participate in larger seed rounds, often leading negotiations and setting standard terms
- Company Secretary: Handles documentation, share issuance, and updates to the Companies Registry
How do you write a Seed investment agreement?
- Company Details: Gather current cap table, financial statements, and Companies Registry documents
- Investment Terms: Define investment amount, valuation, share price, and any convertible features
- Investor Rights: Outline board seats, voting rights, anti-dilution provisions, and information rights
- Due Diligence: Prepare business plan, financial projections, and key contracts for review
- Compliance Check: Verify alignment with Hong Kong securities laws and SFC requirements
- Document Generation: Use our platform to create a customized, legally-sound agreement that includes all essential elements
What should be included in a Seed investment agreement?
- Investment Terms: Precise details of investment amount, share price, and number of shares issued
- Representations & Warranties: Company's legal status, ownership structure, and financial condition
- Share Rights: Voting powers, dividend rights, and any special share class provisions
- Anti-dilution Protection: Mechanisms to protect investor ownership percentage in future rounds
- Information Rights: Financial reporting obligations and inspection rights
- Exit Provisions: Tag-along rights, drag-along rights, and pre-emptive rights
- Governing Law: Explicit statement of Hong Kong jurisdiction and dispute resolution process
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 handle early-stage startup funding. Let's explore the main differences:
- Investment Size: Seed rounds typically involve HK$500,000 to HK$5 million, while pre-seed deals are usually under HK$500,000
- Investor Profile: Seed agreements often involve professional investors or VCs, while pre-seed deals are typically with friends, family, or individual angels
- Legal Complexity: Seed agreements include more sophisticated investor protections, detailed rights, and governance provisions
- Company Stage: Pre-seed deals happen at idea or MVP stage, while seed rounds require some market validation or early revenue
- Documentation Requirements: Seed agreements demand more comprehensive due diligence and formal financial projections
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