Investment Agreement (Australia)
This Investment Agreement (the "Agreement") is entered into on [Effective Date] (the "Effective Date") by and between:
(1) [Company Name] (ACN [ACN]) (ABN [ABN]), a proprietary company incorporated in Australia under the Corporations Act 2001 (Cth), with registered office at [Company Address], [Company City] [Company State] [Company Postcode] (the "Company"); and
(2) [Investor Name] (ACN/ABN [Investor ACN/ABN]), with its registered or principal address at [Investor Address], [Investor City] [Investor State] [Investor Postcode], being [Investor Class] (the "Investor").
The Company and the Investor are referred to collectively as the "Parties".
BACKGROUND
A. The Company wishes to raise equity finance to fund its business operations and growth in Australia.
B. The Investor, having carried out its own due diligence, wishes to subscribe for shares in the Company on the terms and conditions set out in this Agreement.
C. The Company has the necessary authority to allot shares to the Investor in accordance with its Constitution and pursuant to resolutions passed under ss 254A and 254B of the Corporations Act 2001 (Cth).
D. This investment is made pursuant to the exemption from disclosure under s 708 of the Corporations Act 2001 (Cth) applicable to [Investor Class].
NOW, THEREFORE, in consideration of the mutual promises and undertakings contained in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which the Parties acknowledge), the Parties agree as follows:
1. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions of this Agreement, the Investor agrees to subscribe for [Number of Shares] [Share Class] in the Company (the "Subscription Shares") at a subscription price of AUD $[Price Per Share] per share, amounting to a total investment of AUD $[Investment Amount] (the "Subscription Price").
1.2 On completion of this Agreement, the Investor will hold approximately [Post-Investment %]% of the Company's issued share capital on a fully diluted basis (subject to adjustment for any outstanding options, warrants, or convertible instruments).
1.3 The Subscription Shares shall rank pari passu in all respects with the existing shares of the same class and shall be subject to the provisions of the Company's Constitution in force at Completion. The Company shall, within 28 days after allotment, lodge a Form 484 (Change to Company Details) or Form 2205 (Return of Allotment) with ASIC as required by s 254X of the Corporations Act 2001 (Cth).
2. COMPLETION
2.1 Completion of the subscription shall take place on [Completion Date] (the "Completion Date"), subject to satisfaction of any conditions precedent.
2.2 At Completion: (a) the Investor shall pay the Subscription Price of AUD $[Investment Amount] to the Company by electronic funds transfer to the Company's nominated bank account; (b) the Company shall allot and issue the Subscription Shares to the Investor free from all encumbrances; (c) the Company shall update its register of members and provide a holding statement or share certificate to the Investor within 5 business days of Completion; and (d) the Company shall file the necessary forms with ASIC within 28 days of Completion.
2.3 Pre-emptive Rights: The Company confirms that the existing shareholders' pre-emptive rights (whether arising under the Constitution or otherwise) in respect of the Subscription Shares have been duly waived or are not applicable to this offer, in accordance with the terms of the Company's Constitution.
3. USE OF PROCEEDS
3.1 The Company undertakes to deploy the Subscription Price for the following purposes: [Use of Proceeds].
3.2 The Company shall not use the proceeds of this investment in a manner materially inconsistent with the above without the Investor's prior written consent.
4. REPRESENTATIONS AND WARRANTIES
4.1 Company Warranties: The Company represents and warrants to the Investor that, as at the Effective Date and at Completion: (a) it is duly incorporated and in good standing under the Corporations Act 2001 (Cth); (b) it has the corporate authority to allot and issue the Subscription Shares and to perform all its obligations under this Agreement; (c) its Constitution does not prohibit the allotment and issue of the Subscription Shares on the terms of this Agreement; (d) the Subscription Shares will, on allotment, be fully paid up and free from all encumbrances; (e) all information provided to the Investor in the course of due diligence is true, accurate, and not misleading in any material respect; (f) there are no pending or threatened legal proceedings, ASIC investigations, or regulatory actions that would materially adversely affect the Company.
4.2 Investor Warranties: The Investor represents and warrants to the Company that: (a) it has the power and authority to enter into and perform its obligations under this Agreement; (b) the subscription does not violate any applicable law or any agreement to which it is a party; (c) it has conducted its own independent due diligence on the Company and is not relying on any representation by the Company not set out in this Agreement; (d) it qualifies as [Investor Class] and the subscription is made for its own account.
5. CONFIDENTIALITY
5.1 Each Party undertakes to the other that it shall not disclose the terms of this Agreement or any confidential information relating to the other Party's business to any third party without the prior written consent of the other Party, except: (a) to its professional advisers, auditors, and bankers who are under obligations of confidentiality; (b) as required by law, applicable regulation, ASX Listing Rules, or a court of competent jurisdiction; or (c) where the information is already in the public domain through no fault of the disclosing Party.
6. GOVERNING LAW AND JURISDICTION
6.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of [Company State], Australia.
6.2 Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of [Company State] and the Federal Court of Australia to settle any dispute or claim arising out of or in connection with this Agreement.
7. GENERAL PROVISIONS
7.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior negotiations, representations, agreements, and understandings.
7.2 Amendments: No amendment of this Agreement shall be effective unless in writing and signed by both Parties.
7.3 Corporations Act: This Agreement is subject to the Corporations Act 2001 (Cth). To the extent of any inconsistency between this Agreement and the Corporations Act, the Corporations Act prevails.
7.4 Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.
7.5 Assignment: The Investor may assign its rights under this Agreement to any related body corporate (as defined in the Corporations Act 2001 (Cth)). The Company may not assign its rights or obligations without the Investor's prior written consent.
7.6 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures are valid for the purposes of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Investment Agreement as of the Effective Date first written above.
THE COMPANY
Company Name: [Company Name]
ACN: [ACN] | ABN: [ABN]
Registered Office: [Company Address], [Company City] [Company State] [Company Postcode]
THE INVESTOR
Name: [Investor Name]
Address: [Investor Address], [Investor City] [Investor State] [Investor Postcode]
Classification: [Investor Class]
Company (Director / Authorised Signatory)
________________
Signature
Date: ________________
Investor
________________
Signature
Date: ________________
What Is a Investment Agreement (Australia)?
An Investment Agreement in Australia sets the terms on which credit or investment is provided, including amounts, conditions, and repayment or return, governed by the National Consumer Credit Protection Act 2009 (Cth).
In Australia, Investment Agreements are governed primarily by the Corporations Act 2001 (Cth), which regulates the formation, management, and governance of Australian companies. The offer and issuance of shares to investors is a 'regulated offer' under Chapter 6D of the Corporations Act, meaning that in principle a full prospectus is required unless an exemption applies. For most startup and growth company investment rounds, the relevant exemptions are found in s 708 of the Corporations Act — in particular, the sophisticated investor exemption (s 708(8)) and the small-scale offerings exemption (s 708(1)).
For investments by foreign investors, the Foreign Acquisitions and Takeovers Act 1975 (Cth) may require prior FIRB approval before the investment can be completed. The FIRB approval process is administered by the Treasury's Foreign Investment Division and typically takes 30 days (subject to extension in complex cases). Companies should confirm that FIRB approval conditions are addressed in the Investment Agreement to avoid completing a notifiable transaction without the necessary approval.
An Australian Investment Agreement is typically used in conjunction with a Shareholders Agreement, which governs the ongoing relationship between all shareholders after the investment is completed. For complex rounds with multiple investors, a term sheet or Heads of Agreement is often agreed before the formal Investment Agreement is negotiated, to establish the key commercial terms before legal documentation is prepared.
The legal framework governing the Investment Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 1989, ASIC regulates financial products and services. The National Consumer Credit Protection Act 2009 (Cth) governs consumer lending. The Australian Taxation Office (ATO) applies stamp duty through state revenue offices. The Australian Financial Complaints Authority (AFCA) resolves consumer financial disputes. The Reserve Bank of Australia (RBA) sets monetary policy affecting interest rate obligations in financial agreements. Parties executing a Investment Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The National Consumer Credit Protection Act 2009 (Cth) sets the foundational requirements.
When Do You Need a Investment Agreement (Australia)?
An Investment Agreement is needed whenever a company proposes to issue new shares to an investor in exchange for capital. The following circumstances most commonly require an Investment Agreement.
Angel and seed investment: When a startup or early-stage company receives its first external investment from an angel investor or seed fund, an Investment Agreement records the terms of the subscription, the investor's rights, and the company's obligations. This is typically the first formal investment document the company will execute.
Venture capital rounds: Series A, Series B, and later-stage venture capital rounds are invariably documented by a detailed Investment Agreement (often alongside a Shareholders Agreement, a side letter, and other ancillary documents). The Investment Agreement will typically include detailed investor protection provisions such as anti-dilution protection, board representation rights, information rights, and approval thresholds for major decisions.
Private equity investment: Private equity firms acquiring minority or majority stakes in Australian companies use Investment Agreements to document the terms of their investment, including the subscription price, investor rights, and exit mechanics.
Foreign investment: International investors (including venture capital funds, corporate investors, and family offices based outside Australia) investing in Australian companies must consider their FIRB obligations under the FATA and confirm that the Investment Agreement addresses the FIRB approval condition if applicable.
Employee share scheme financing: In some cases, an Investment Agreement is used alongside an ESOP to document a co-investment or founder share repurchase that takes place concurrently with an employee equity grant.
Parties in Australia should prepare a Investment Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 1989, ASIC regulates financial products and services. The National Consumer Credit Protection Act 2009 (Cth) governs consumer lending. The Australian Taxation Office (ATO) applies stamp duty through state revenue offices. The Australian Financial Complaints Authority (AFCA) resolves consumer financial disputes. The Reserve Bank of Australia (RBA) sets monetary policy affecting interest rate obligations in financial agreements. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Investment Agreement (Australia)
A thorough Australian Investment Agreement should address the following key elements.
Investor Classification and Disclosure Exemption — The agreement should clearly identify the investor's classification under the Corporations Act 2001 (Cth) and the exemption from disclosure being relied upon under s 708. If the sophisticated investor exemption is relied upon, the agreement should confirm that a qualified accountant's certificate has been obtained before the allotment.
Subscription Price and Share Details — The agreement must specify the total investment amount in AUD, the number and class of shares to be issued, and the subscription price per share. Under the Corporations Act, shares must not be issued at a discount to their nominal (par) value (s 254A).
Completion Mechanics — The agreement should describe the process for Completion: how the investor pays (typically by electronic funds transfer), when and how the shares are allotted, when the register of members is updated, when ASIC forms are lodged (s 254X), and when the investor receives their holding statement or share certificate.
FIRB Condition — If the investor is a foreign person within the meaning of the FATA, the agreement should include a condition requiring FIRB approval (or a no-objection notification) before Completion.
Representations and Warranties — Both parties should give representations and warranties. The company typically warrants that it is duly incorporated, has authority to allot the shares, and that all information provided to the investor is true and accurate. The investor warrants that it qualifies for the applicable s 708 exemption.
Investor Protection Rights — Australian investors in startup and growth companies commonly negotiate for board observer seats, information rights (management accounts and annual financials), anti-dilution protection, and tag-along/drag-along rights on a sale of the company.
Governing Law — The agreement should specify the applicable Australian state or territory law and the jurisdiction of the courts. For national companies with investors in multiple states, New South Wales and Victoria are the most commonly selected governing law jurisdictions.
Additional compliance elements for a Investment Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 1989, ASIC regulates financial products and services. The National Consumer Credit Protection Act 2009 (Cth) governs consumer lending. The Australian Taxation Office (ATO) applies stamp duty through state revenue offices. The Australian Financial Complaints Authority (AFCA) resolves consumer financial disputes. The Reserve Bank of Australia (RBA) sets monetary policy affecting interest rate obligations in financial agreements. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Investment Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/financial/agreements/investment-agreement-australia
"Investment Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/financial/agreements/investment-agreement-australia.
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note = {Free legal document template. Based on National Consumer Credit Protection Act 2009 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
Under the Corporations Act 2001 (Cth), a company generally needs a disclosure document (such as a prospectus under s 710 or an information memorandum) whenever it makes an offer of shares to investors. However, s 708 provides a number of important exemptions. The most commonly relied upon exemptions in startup and early-stage investment rounds are: (1) the sophisticated investor exemption under s 708(8), which applies where the investor has net assets of at least $2.5 million or gross income of at least $250,000 per year in each of the last two financial years (evidenced by a certificate from a qualified accountant); (2) the small-scale offerings exemption under s 708(1), which allows a company to raise up to $2 million in any 12-month period from up to 20 investors without a disclosure document; and (3) the professional investor exemption under s 708(11), applicable to AFSL holders and other institutional investors. If none of these exemptions apply, the company must prepare and lodge a full prospectus with ASIC before raising capital.
Not always, but it may. Under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), a foreign person (broadly defined to include a natural person who is not an Australian citizen or permanent resident, and a corporation in which foreign persons hold 20% or more of the voting shares) must notify the Foreign Investment Review Board (FIRB) and obtain approval before acquiring a 'substantial interest' (20% or more) in an Australian entity or business whose value exceeds the applicable monetary threshold. For most private company investments by non-government foreign investors, the screening threshold is $330 million (2025-26 financial year figures). However, significantly lower thresholds apply to investments in sensitive sectors — including agricultural businesses ($67 million), media businesses (zero threshold — all investments notifiable), and businesses that pose national security risks (all investments of any size must be notified). Foreign investors should obtain legal advice on their FIRB obligations before proceeding, as completing a notifiable acquisition without FIRB approval is a criminal offence under the FATA.
A sophisticated investor certificate is a document issued by a qualified accountant (as defined in s 88B of the Corporations Act 2001 (Cth)) certifying that the investor meets the financial threshold tests under s 708(8) — namely, that the investor has net assets of at least $2.5 million, or gross income of at least $250,000 for each of the last two financial years. The certificate must be signed by a registered company auditor, a member of CPA Australia or CA ANZ with at least five years' standing, or an appropriately qualified accountant. The company must receive the certificate before issuing the shares, and must retain a copy. The certificate is valid for two years from the date of issue. A sophisticated investor certificate allows the company to offer and issue shares to the investor without preparing a full prospectus, pursuant to the exemption in s 708(8) of the Corporations Act. This is one of the most commonly used investor exemptions in Australian startup investment rounds.
After allotting shares to an investor, an Australian company registered under the Corporations Act 2001 (Cth) must make a number of ASIC filings. First, within 28 days of the allotment, the company must lodge a Form 484 (Change to Company Details) with ASIC to update the company's register of members and record the new share allotment. The Form 484 must include details of the allotted shares (class, number, and consideration). Second, the company must update its register of members to record the investor as a member (shareholder) as required by s 169 of the Corporations Act. Third, the company must issue a share certificate or holding statement to the investor within the time required by the Corporations Act and the company's Constitution (typically 5 business days for a proprietary company). For companies that have adopted a Constitution that incorporates the replaceable rules under ss 135-141 of the Corporations Act, these obligations are set out in s 1071B (obligation to issue certificates) and related provisions. Failure to make required ASIC filings can result in penalties for the company and its officers.
A Investment Agreement (Australia) does not legally require a lawyer in Australia, and individuals and businesses may draft and execute the document independently. The National Consumer Credit Protection Act 2009 (Cth) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Australia lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Federal Court of Australia has jurisdiction over disputes arising from this type of document, and Australian Securities and Investments Commission (ASIC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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