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Investment Agreement for India

Investment Agreement Template for India

A comprehensive legal document governed by Indian law that establishes the terms and conditions for an investment transaction between investors and a company. The agreement outlines the investment amount, share allocation, investor rights, governance mechanisms, and exit provisions while ensuring compliance with Indian corporate law, SEBI regulations, and FEMA guidelines where applicable. It incorporates necessary safeguards for investor protection while balancing the operational needs of the company, all within the framework of Indian jurisdiction.

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What is a Investment Agreement?

The Investment Agreement serves as the primary document governing investment transactions in Indian companies, whether from domestic or foreign investors. It is essential when a company is raising capital through equity or preferred share issuance, requiring careful consideration of Indian corporate laws, SEBI regulations, and FEMA guidelines for foreign investments. The agreement typically includes detailed provisions on share subscription, investor protection rights, corporate governance mechanisms, transfer restrictions, and exit rights. It must comply with the Companies Act, 2013, and other relevant Indian regulations while addressing sector-specific requirements. This document is particularly crucial in private equity, venture capital, and strategic investment scenarios, where it needs to balance investor protection with operational flexibility for the company.

What sections should be included in a Investment Agreement?

1. Parties: Identifies and defines all parties to the agreement, including the company, existing shareholders, and investors

2. Background: Provides context of the investment, company's business, and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Investment Terms: Details of investment amount, valuation, number of shares, price per share, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before investment completion

6. Completion: Process and requirements for closing the investment

7. Representations and Warranties: Statements of fact and assurances from the company and existing shareholders

8. Investor Rights: Key rights of investors including board representation, veto rights, and information rights

9. Transfer Restrictions: Limitations on transfer of shares and related rights (Right of First Refusal, Tag-Along, etc.)

10. Exit Rights: Provisions regarding exit mechanisms including IPO, strategic sale, and put options

11. Covenants: Ongoing obligations of the company and existing shareholders

12. Events of Default: Circumstances constituting default and consequences thereof

13. Confidentiality: Provisions regarding protection of confidential information

14. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Investment Agreement?

1. Anti-Dilution Rights: Protection against dilution of investment value in future rounds - used in VC/PE investments

2. Liquidation Preference: Priority rights in case of liquidation - typically included for preferred share investments

3. Founders' Obligations: Specific commitments from founders including non-compete and lock-in - used when founders are key to business

4. ESOP Provisions: Details of employee stock option pool - included when company has/plans ESOP scheme

5. Strategic Rights: Special rights for strategic investors - included for strategic investments

6. Foreign Investment Compliance: Specific FEMA compliance provisions - required for foreign investments

7. Regulatory Compliance: Sector-specific compliance requirements - needed for regulated industries

What schedules should be included in a Investment Agreement?

1. Schedule 1 - Capital Structure: Detailed cap table showing shareholding pattern pre and post investment

2. Schedule 2 - Conditions Precedent: Detailed list of conditions to be satisfied before completion

3. Schedule 3 - Warranties: Comprehensive list of warranties given by company and shareholders

4. Schedule 4 - Reserved Matters: List of matters requiring investor consent

5. Schedule 5 - Corporate Governance: Detailed provisions regarding board composition and functioning

6. Schedule 6 - Company Information: Key company details including subsidiaries, material contracts, litigation

7. Schedule 7 - Completion Requirements: Detailed steps and documents required for completion

8. Schedule 8 - Regulatory Approvals: List of required regulatory approvals and status

9. Appendix A - Form of Share Certificate: Template for share certificates to be issued

10. Appendix B - Form of Board Resolutions: Template for required board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions

























































Clauses





































Relevant Industries

Technology and Software

Manufacturing

Healthcare and Pharmaceuticals

Financial Services

E-commerce

Retail

Real Estate

Infrastructure

Renewable Energy

Education

Agriculture Technology

Media and Entertainment

Telecommunications

Biotechnology

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Corporate Secretarial

Risk Management

Board of Directors

Executive Management

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Company Secretary

Investment Manager

Private Equity Manager

Venture Capital Associate

Corporate Development Manager

Finance Director

Compliance Officer

Investment Banker

Board Director

Managing Director

General Counsel

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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