Investment agreement – what should startups, companies, and investors regulate?
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Short answer: An investment agreement regulates the capital injection itself and the process leading up to the investor becoming a shareholder or otherwise obtaining their contractual rights. The agreement should be linked to issuance resolutions, the shareholders' agreement, and the company's existing ownership structure.
| The transaction | Amount, valuation, number of shares/instruments, and payment. |
| Conditions prior to closing | Due diligence, resolutions, approvals, and other conditions precedent. |
| Warranties | Information about the company's finances, agreements, IP, tax, disputes, and compliance. |
| After the investment | Information rights, board representation, future financing, exit, and connection to the shareholders' agreement. |
Valuation and ownership stake
The agreement should clearly specify the pre-money or post-money logic, the investment amount, and the ownership stake the investor is expected to receive after the transaction. If warrants, convertibles, or other instruments exist, dilution must be taken into account.
Conditions precedent
The investment can be made contingent upon certain conditions being met, such as approved due diligence, general meeting resolutions, a new articles of association, a signed shareholders' agreement, or that certain key agreements are in place.
Warranties from the company and founders
The catalogue of warranties is often central. It may cover share ownership, financial information, taxes, intellectual property, customer agreements, personnel, data protection, disputes, and regulatory requirements. Liability limitations and notice periods for claims should also be regulated.
Investment agreement and shareholders' agreement
The investment agreement describes the transaction. The shareholders' agreement, however, regulates long-term ownership after the investment. The two documents should be designed together so that rights concerning the board, vetoes, drag-along, tag-along, and exit do not conflict.
Common mistakes
- valuation and ownership stake are described differently in different documents,
- existing options are not included in the dilution,
- closing conditions lack a deadline,
- warranties lack liability caps,
- the investment agreement and shareholders' agreement contain conflicting rules.
Investment Agreement 2026/2027 – Swedish and English
The template package is designed for investments in Swedish limited liability companies and contains structured provisions for transactions, warranties, and closing.
FAQ
Are both an investment agreement and a shareholders' agreement needed?
Often, yes. The investment agreement regulates the investment itself, while the shareholders' agreement governs the relationship between the owners after closing.
Must the general meeting pass a resolution?
If the investment is carried out through a new share issue or other instrument regulated by the Companies Act, the company resolutions required by the Swedish Companies Act are necessary.
What is a condition precedent?
A condition that must be met or waived before the transaction is to be completed.
This article provides general information and does not replace individual legal advice. Agreements, collective bargaining agreements, and the circumstances of the specific case may affect the assessment.
