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Pre-seed Angel investment agreement
I need a pre-seed angel investment agreement for an early-stage startup seeking 鈧100,000 in funding, with terms including a convertible note structure, a 20% discount rate, and a valuation cap of 鈧1 million. The agreement should also outline investor rights, including pro-rata participation in future funding rounds and basic information rights.
What is a Pre-seed Angel investment agreement?
A Pre-seed Angel investment agreement is the first formal funding contract between early-stage startup founders and private investors in Austria. It sets out how much money the angel investor will provide, what percentage of company ownership they'll receive, and key terms like voting rights and board seats.
Under Austrian corporate law, these agreements typically involve investments between 鈧20,000 and 鈧250,000 in exchange for minority stakes. They're simpler than venture capital deals but must still comply with the Austrian Limited Liability Companies Act, especially regarding share transfer restrictions and shareholder rights. Most angels use them to secure early positions in promising startups before larger funding rounds.
When should you use a Pre-seed Angel investment agreement?
Use a Pre-seed Angel investment agreement when your Austrian startup needs its first significant external funding, typically between 鈧20,000 and 鈧250,000. This agreement becomes essential once you've found an angel investor ready to commit but before any money changes hands. It protects both parties by clearly documenting the investment terms.
The timing is crucial - implement this agreement during early negotiations with potential angels, but before finalizing any verbal commitments. Austrian law requires written documentation for share transfers, so having this agreement in place helps avoid future disputes about ownership percentages, voting rights, and exit conditions. Many founders use it to attract their first professional investors while maintaining operational control.
What are the different types of Pre-seed Angel investment agreement?
- Simple Equity Agreement: Basic version offering straight equity for cash, with minimal terms beyond ownership percentage and investment amount. Popular with first-time angels.
- Convertible Note Structure: Debt that converts to equity at the next funding round, common in Austria's tech startups.
- Staged Investment Agreement: Released in tranches based on milestone achievements, protecting investor interests while supporting growth.
- Co-Investment Format: Structured for multiple angels investing simultaneously, with clear voting rights and anti-dilution provisions.
- Strategic Angel Agreement: Includes specific terms for angels bringing industry expertise, often with board observer rights or consulting arrangements.
Who should typically use a Pre-seed Angel investment agreement?
- Startup Founders: Lead negotiations and must understand key terms before signing. They're responsible for accurately representing company value and growth plans.
- Angel Investors: High-net-worth individuals providing capital, often experienced entrepreneurs themselves who review and negotiate investment terms.
- Corporate Lawyers: Draft and review agreements to ensure compliance with Austrian corporate law and protect both parties' interests.
- Tax Advisors: Guide both parties on tax implications and help structure the investment efficiently under Austrian tax regulations.
- Board Members: Review and approve the final agreement, especially when it affects company governance or voting rights.
How do you write a Pre-seed Angel investment agreement?
- Company Details: Gather current ownership structure, share valuation, and financial statements. Our platform helps ensure these are documented correctly.
- Investment Terms: Define exact investment amount, equity percentage, and any special rights or restrictions under Austrian law.
- Due Diligence: Compile business plan, financial projections, and existing contracts affecting ownership.
- Stakeholder Info: Collect identification documents from all parties and verify signing authority.
- Timeline Planning: Set clear investment schedule, milestone dates, and any staged payment arrangements.
- Exit Strategy: Document agreed terms for future sales, IPOs, or other exit scenarios.
What should be included in a Pre-seed Angel investment agreement?
- Party Identification: Full legal names, addresses, and registration details of investor and company under Austrian law.
- Investment Terms: Precise amount, payment schedule, and equity percentage with share class specifications.
- Shareholder Rights: Voting privileges, board representation, and information access rights per Austrian corporate law.
- Anti-dilution: Protection mechanisms for future funding rounds and share issuances.
- Exit Provisions: Tag-along rights, drag-along rights, and procedures for company sale or IPO.
- Governing Law: Explicit reference to Austrian jurisdiction and dispute resolution procedures.
- Confidentiality: Non-disclosure terms and data protection compliance under GDPR.
What's the difference between a Pre-seed Angel investment agreement and a Seed investment agreement?
A Pre-seed Angel investment agreement differs significantly from a Seed investment agreement in several key aspects, though both handle early-stage funding in Austria. The main distinctions lie in the investment size, timing, and complexity of terms.
- Investment Stage: Pre-seed agreements typically cover the first external funding (鈧20,000-250,000), while seed agreements handle larger amounts (鈧250,000-1 million) with more sophisticated investors.
- Legal Complexity: Pre-seed agreements use simpler terms focused on basic equity and voting rights. Seed agreements include more detailed provisions for future rounds, investor protections, and governance.
- Investor Rights: Pre-seed angels usually get basic minority shareholder protections. Seed investors receive stronger control mechanisms and detailed reporting requirements.
- Due Diligence: Pre-seed requires basic company verification, while seed agreements demand comprehensive financial and legal due diligence under Austrian corporate law.
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