TODO.LAW

Seed investment agreement

The agreement for a priced equity seed round in an early-stage company, covering the issue of shares, investor protections, governance rights, founder obligations and drag-along and tag-along exit mechanics.

Jurisdictions
California, England and Wales, Spain
Contract languages
English, Spanish

What it is and when it is used

A seed investment agreement is used when an early-stage company raises its first round of investment by selling newly issued shares at a fixed price. This is a priced equity round: the investors become shareholders at a price agreed now, rather than holding an instrument that converts into shares later, such as a convertible note.

The Dealroom skill covers the following subjects:

  • share issuance, the new shares the company issues to the investors;
  • investor protections;
  • governance rights, the investors' say in how the company is run;
  • founder obligations; and
  • drag-along and tag-along exit mechanics, which deal with how shareholders sell together on an exit.

The skill negotiates 13 clauses.

Who signs it

The agreement is signed by the company that raises the money, the investors who subscribe for the shares and the founders, who take on obligations under it. The main terms are often agreed first in a term sheet.

Jurisdictions and languages

Dealroom offers the agreement under three laws: California, England and Wales and Spain. The skill takes account of the differences between them. For Spain in particular it reflects:

  • the limits in articles 140 and 141 of the Ley de Sociedades de Capital on the company buying back a founder's unvested participaciones; and
  • execution under Spanish practice through a pacto de socios and the company's estatutos.

The agreement can be drafted in English or Spanish.

Frequently asked questions

What is a seed investment agreement?

It is the agreement under which investors buy newly issued shares in an early-stage company at an agreed price. It also sets investor protections, governance rights, founder obligations and exit mechanics.

What does priced equity mean?

It means the investors receive shares at a price fixed in the round, rather than an instrument that converts into shares later, such as a convertible note.

Does the agreement work under Spanish law?

Yes. The skill is jurisdiction-aware for Spain, including the limits in articles 140 and 141 of the Ley de Sociedades de Capital on the company buying back unvested founder participaciones, and execution through a pacto de socios and the estatutos.

Which jurisdictions and languages are available?

California, England and Wales and Spain, in English or Spanish. The skill negotiates 13 clauses.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "SEED_INVESTMENT"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide
# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/SEED_INVESTMENT \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "SEED_INVESTMENT",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "dealName": "Example SEED_INVESTMENT",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.

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