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Seed investment agreement Template for Singapore

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Key Requirements PROMPT example:

Seed investment agreement

I need a seed investment agreement for an early-stage startup seeking to raise $500,000 in exchange for 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 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 professional investors help get a promising Singapore startup off the ground.

Under Singapore's Companies Act, these agreements spell out crucial details like valuation, share class rights, and investor protections. They often include provisions for future funding rounds, board seats, and veto rights over key business decisions. Most Singapore startups raise between S$250,000 to S$1.5 million in seed funding through these agreements.

When should you use a Seed investment agreement?

Use a Seed investment agreement when your Singapore startup needs its first significant round of professional funding, typically after exhausting personal savings and family investments. This agreement becomes essential once you've found investors ready to inject between S$250,000 and S$1.5 million in exchange for equity.

The timing is right when you need capital to scale beyond the prototype stage, hire key talent, or expand market reach. Having this agreement in place protects both parties under MAS guidelines and creates a clear framework for future funding rounds. Many tech startups use it when transitioning from concept to commercial operation.

What are the different types of Seed investment agreement?

  • Simple Investment Agreement: Basic version using straightforward equity terms, common for tech startups raising under S$500,000
  • Convertible Note Agreement: Offers debt that converts to equity, popular with early-stage Singapore startups needing flexible terms
  • SAFE Agreement: Simple Agreement for Future Equity, following Y Combinator's model but adapted for Singapore law
  • Preferred Shares Agreement: More complex structure with special rights and protections, used for larger seed rounds above S$1 million
  • Bridge Round Agreement: Modified seed terms for interim funding before a larger Series A, including conversion triggers

Who should typically use a Seed investment agreement?

  • Startup Founders: Sign as company representatives, often pledging personal guarantees and making key warranties about the business
  • Angel Investors: High-net-worth individuals providing initial capital, typically investing S$50,000 to S$250,000 each
  • Corporate Lawyers: Draft and review agreements, ensure compliance with Singapore's Companies Act and MAS regulations
  • Venture Capital Firms: Professional investors who lead or participate in seed rounds, often taking board seats
  • Company Secretary: Handles documentation, share issuance, and regulatory filings with ACRA

How do you write a Seed investment agreement?

  • Company Details: Gather ACRA registration, shareholding structure, and cap table information
  • Investment Terms: Define valuation, investment amount, share price, and any convertible features
  • Due Diligence: Compile financial statements, business plan, and key contracts for investor review
  • Investor Rights: Specify board seats, veto powers, and information access rights
  • Future Rounds: Include anti-dilution protection and pre-emptive rights for follow-on funding
  • Documentation: Use our platform to generate a compliant agreement that includes all required elements under Singapore law

What should be included in a Seed investment agreement?

  • Parties & Definitions: Full legal names, ACRA registration numbers, and key term definitions
  • Investment Terms: Share class, price per share, total investment amount, and payment mechanics
  • Warranties: Company and founder representations about business condition and ownership
  • Investor Rights: Board appointment, information access, and pre-emptive rights on future rounds
  • Transfer Restrictions: Right of first refusal, tag-along and drag-along provisions
  • Exit Provisions: Terms for IPO, trade sale, or winding up scenarios
  • Governing Law: Singapore law jurisdiction and dispute resolution mechanisms

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 ensure you choose the right agreement for your startup's current stage.

  • Investment Size: Seed rounds typically range from S$250,000 to S$1.5 million, while pre-seed deals are usually under S$250,000
  • Investor Profile: Seed agreements involve professional investors or VCs, while pre-seed deals are mainly with friends, family, or individual angels
  • Legal Complexity: Seed agreements include more sophisticated investor protections, board rights, and future funding provisions
  • Company Stage: Pre-seed deals often fund idea validation, while seed rounds support proven concepts ready for market entry
  • Documentation Requirements: Seed agreements demand more extensive due diligence and formal financial projections under MAS guidelines

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