What rights do investors typically receive under an Irish investment agreement?

An Irish investment agreement (also referred to as an investors' rights agreement or a subscription and shareholders' agreement) governs the rights and protections granted to investors who acquire shares in an Irish private limited company. The rights typically granted to investors under an Irish investment agreement can be broadly categorised as economic rights, governance rights, information rights, and exit rights. Economic rights: Investors who subscribe for preference shares (rather than ordinary shares) typically receive a preferential dividend right (a fixed dividend payable in priority to any dividend on ordinary shares) and a liquidation preference (the right to receive their investment back, sometimes with a return, before the proceeds are distributed to ordinary shareholders in a winding up or exit). Anti-dilution protection is also a common economic right — this may take the form of 'full ratchet' anti-dilution (adjusting the conversion ratio of preference shares to maintain the investor's ownership percentage if new shares are issued at a lower price) or 'weighted average' anti-dilution (which is generally less severe). Pre-emption rights on the allotment of new shares are also standard, allowing investors to participate in future funding rounds to maintain their percentage ownership. Governance rights: Investors who make a significant investment often negotiate the right to appoint a director (or observer) to the company's board of directors.

What warranties are given in an Irish investment agreement?

Warranties are contractual representations made by the company (and typically by the founders) to the investors in an Irish investment agreement. If a warranty is untrue or inaccurate, the investors may have a claim for breach of warranty, entitling them to claim damages to put them in the position they would have been in had the warranty been true. Warranties are a key risk allocation mechanism in investment agreements — they shift the risk of undisclosed problems from the investors to the company and founders. The scope and extent of warranties in an Irish investment agreement depends on the stage of the investment, the amount invested, and the relative bargaining positions of the parties. Seed and angel stage investments typically involve a lighter warranty package than a Series A or B institutional investment.

What is the Employment and Investment Incentive (EII) scheme and how does it apply to Irish investment agreements?

The Employment and Investment Incentive (EII) scheme is a Revenue-approved tax relief scheme for individual investors who invest in qualifying Irish SMEs, governed by Part 16 (sections 488 to 508A) of the Taxes Consolidation Act 1997. The EII scheme replaced the previous Business Expansion Scheme (BES) and is designed to encourage private investment in growing Irish companies by providing investors with income tax relief on qualifying investments. The EII scheme was significantly reformed by Finance Act 2023. Prior to the reform, investors received flat income tax relief of 40% on qualifying investments (with 30% claimed in year one and 10% deferred to year four). From investments made on or after 1 January 2024, the scheme provides tiered relief rates depending on the investment profile: 20% relief for investments in companies that do not meet specific additional criteria; 30% relief for investments in companies that are in the first seven years of trading; 35% relief for investments in companies in areas of positive environmental or social impact; and 50% relief for investments in 'innovative' companies with qualifying research and development activity certified by Enterprise Ireland. The maximum individual annual investment qualifying for EII relief is EUR 500,000 (or EUR 1 million for knowledge-intensive companies). Investment agreements for EII-eligible companies must reflect the relevant rate applicable to the specific investment and should include representations and warranties by the company confirming its status under the relevant tier.

How do anti-dilution provisions work in an Irish investment agreement?

Anti-dilution provisions in an Irish investment agreement protect existing investors from the dilution of their economic interest in the company when new shares are issued at a lower price per share than the price paid by the existing investors (a 'down round'). Anti-dilution is one of the most commercially significant provisions in any investor rights package, as it determines the economic impact on existing investors if the company's performance disappoints and it needs to raise capital at a reduced valuation. There are two main forms of anti-dilution protection used in Irish investment agreements: full ratchet anti-dilution and weighted average anti-dilution. Full ratchet anti-dilution is the most favourable form for the investor — if new shares are issued at any price lower than the price paid by the protected investor, the conversion ratio of the investor's preference shares is adjusted so that the investor's effective price is reduced to the new lower price. This is a very powerful protection for the investor but is considered very onerous for the company and founders, as even a single share issued at a lower price triggers a full ratchet adjustment. As a result, full ratchet anti-dilution is uncommon in the Irish market. Weighted average anti-dilution is more common in Irish investment agreements. Under this approach, the conversion ratio is adjusted based on a formula that takes into account both the lower price at which new shares are being issued and the number of new shares being issued relative to the total existing share capital.

Do I need a lawyer to create a Investment Agreement (Ireland) in Ireland?

A Investment Agreement (Ireland) does not legally require a lawyer in Ireland, and individuals and businesses may draft and execute the document independently. The Consumer Credit Act 1995 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Ireland 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 High Court of Ireland has jurisdiction over disputes arising from this type of document, and Companies Registration Office (CRO) 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.

Investment Agreement (Ireland)

INVESTMENT AGREEMENT

This Investment Agreement (this “Agreement”) is entered into on [Agreement Date] between:

(1) [Company Name], a private limited company incorporated in Ireland under the Companies Act 2014 with CRO number [CRO Number], having its registered office at [Company Address] (the “Company”); and

(2) [Investor Name], of [Investor Address] (the “Investor”).

Each of the Company and the Investor is a “Party” and together they are the “Parties”.

RECITALS

A. The Company is incorporated in Ireland and carries on business as further described in the Schedule to this Agreement.

B. The Investor wishes to invest €[€Investment Amount] in the Company in exchange for the allotment of new [Share Class] at the price and on the terms set out in this Agreement.

C. The Parties have agreed to enter into this Agreement to record and give effect to the terms of the investment.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

“Business Day” means a day (other than Saturday, Sunday, or a public holiday in Ireland) on which clearing banks are open for business in Dublin;
“Completion” means the completion of the subscription for Shares pursuant to Clause 3 of this Agreement;
“Completion Date” means [Completion Date];
“Constitution” means the constitution of the Company as amended from time to time;
“Investment Amount” means [€Investment Amount];
“Shares” means [Number of Shares] [Share Class] at [€Price Per Share] per share to be allotted to the Investor pursuant to this Agreement.

1.2 References to the Companies Act 2014 include all amendments and regulations made thereunder.

1.3 Headings are for convenience only and do not affect interpretation.

2. SUBSCRIPTION FOR SHARES

2.1 Subject to the terms of this Agreement, the Company agrees to allot and issue to the Investor, and the Investor agrees to subscribe for, [Number of Shares] [Share Class] at a price of [€Price Per Share] per share, representing a total subscription price of [€Investment Amount].

2.2 The pre-money valuation of the Company agreed by the Parties for the purposes of this Agreement is [€Pre-Money Valuation].

2.3 Following Completion, the Investor will hold [Equity Percentage] of the total issued share capital of the Company (on a fully diluted basis).

2.4 The Shares shall be allotted free from all liens, charges, encumbrances, and other third-party rights and with the benefit of all rights attaching to them under the Companies Act 2014 and the Constitution.

3. COMPLETION

3.1 Completion shall take place on the Completion Date, subject to satisfaction of the following conditions (if any): [Closing Conditions].

3.2 At Completion, the Investor shall pay the Investment Amount in cleared funds to the Company’s bank account as notified by the Company.

3.3 Against receipt of the Investment Amount, the Company shall:

allot and issue the Shares to the Investor;
enter the Investor’s name in the register of members as holder of the Shares;
deliver to the Investor a share certificate in respect of the Shares within 14 days of Completion; and
file a Form B5 (Return of Allotments) with the Companies Registration Office within 30 days of allotment, as required by section 254 of the Companies Act 2014.

4. INVESTOR RIGHTS

4.1 Board Representation: [Board Seat Right].

4.2 Anti-Dilution Protection: The Investor’s shareholding shall be subject to the following anti-dilution provisions: [Anti-Dilution Protection]. Anti-dilution adjustments shall be calculated in accordance with the mechanism agreed in the shareholders’ agreement.

4.3 Liquidation Preference: On a winding up or deemed liquidation event, the Investor shall be entitled to a liquidation preference of [Liquidation Preference] before any distribution is made to holders of Ordinary Shares.

4.4 Information Rights: The Company shall provide the Investor with:

audited financial statements within 180 days of each financial year end;
unaudited monthly management accounts within 30 days of each month end;
an annual budget and business plan approved by the board of directors; and
prompt notice of any material adverse change in the business, financial condition, or prospects of the Company.

4.5 Pre-Emption Rights: The Investor shall have pre-emption rights on any new issue of shares in the Company, entitling the Investor to subscribe for new shares in proportion to its existing holding, on the terms of section 69 of the Companies Act 2014 or as otherwise agreed in the shareholders’ agreement.

5. WARRANTIES

5.1 The Company warrants to the Investor that as at the date of this Agreement and at Completion:

the Company is duly incorporated and validly existing under the laws of Ireland;
the Company has full power and authority to enter into this Agreement;
the Shares, when allotted, will be validly issued, fully paid up, and free from all encumbrances;
the execution and performance of this Agreement will not violate the Constitution, any applicable law, or any material agreement to which the Company is a party;
no insolvency event has occurred in relation to the Company within the meaning of the Companies Act 2014.

5.2 The Investor warrants to the Company that:

the Investor has full legal capacity to enter into this Agreement;
the Investor is acquiring the Shares for its own account and not with a view to distribution; and
the funds used for the investment are lawfully sourced.

6. CONFIDENTIALITY

6.1 Each Party undertakes to keep confidential all Confidential Information received from the other Party and not to disclose it to any third party without the prior written consent of the disclosing Party, except as required by law or a regulatory authority.

6.2 The obligations in this Clause shall survive termination of this Agreement for a period of three (3) years.

7. GENERAL

7.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous discussions, agreements, and understandings.

7.2 Amendment: This Agreement may only be amended by a written instrument signed by duly authorised representatives of each Party.

7.3 Governing Law and Jurisdiction: This Agreement is governed by and construed in accordance with the law of Ireland. Each Party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.

7.4 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.

7.5 Stamp Duty: Any stamp duty arising on the issue of Shares shall be borne by the Company.

EXECUTED as an agreement on the date first written above.

SIGNED for and on behalf of the COMPANY:

Company: [Company Name]

Director: [Director Name]

SIGNED by the INVESTOR:

Name: [Investor Name]

Address: [Investor Address]

Company Director

________________

Signature

Investor

________________

Signature

Maintained by Vladislav Sergienko, Founder·Template last modified: 2026-06-23·Report an error

What Is a Investment Agreement (Ireland)?

An Investment Agreement in Ireland governs the relationship between shareholders and the company and the terms on which equity is held, issued, or transferred, with its requirements set by the Companies Act 2014.

Investment agreements in Ireland are governed by the Companies Act 2014, which is the principal statute regulating Irish companies. The Companies Act 2014 sets out the rules applicable to the allotment of shares (sections 69 to 77), the variation of share rights (section 88), the transfer of shares (sections 94 to 99), the rights of minority shareholders (section 212), the duties and responsibilities of directors (Part 5), and the requirements for shareholder resolutions and general meetings (Part 4). An investment agreement must be structured consistently with the Companies Act 2014 and the company's constitution; any provisions that conflict with the Act are void to that extent.

The primary purpose of an Irish investment agreement is to provide the investors with contractual protections beyond those available to them as shareholders under the Companies Act 2014 and the company's constitution. The most important of these protections are: economic protections (preference dividends, liquidation preferences, anti-dilution, and pre-emption rights on new share issuances); governance protections (board representation, reserved matter vetoes, and information rights); and exit protections (tag-along rights, drag-along rights, and registration rights). These protections are negotiated as part of the investment process, typically following the negotiation and signature of a term sheet.

The tax framework applicable to Irish investment agreements includes the Taxes Consolidation Act 1997, which governs Corporation Tax, income tax, Capital Gains Tax, and stamp duty. In particular, the Employment and Investment Incentive (EII) scheme under Part 16 of the TCA 1997 provides income tax relief for individual investors who subscribe for qualifying shares in qualifying Irish SMEs. The Employment and Investment Incentive scheme replaced the Business Expansion Scheme and is an important consideration in structuring the share capital and investment terms for any EII-eligible investment. Stamp duty at the rate of 1% applies to any transfer of existing shares in connection with the investment (though it does not apply to the allotment of new shares).

For transactions involving institutional investors (venture capital funds, private equity firms, or other professional investors), the investment agreement will typically be accompanied by a disclosure letter (setting out the exceptions to the warranties) and, in larger transactions, a legal due diligence report. The investment process is typically managed by solicitors acting for each party, and the investment agreement is one of several transaction documents executed at completion — others may include updated constitutional documents, board minutes, shareholder resolutions, option scheme documentation, service agreements, and a cap table. A solicitor with corporate finance and M&A experience is essential for any significant investment transaction in an Irish company. The investment documentation for any significant Irish equity transaction will typically also include updated constitutional documents (a new constitution incorporating the preference share rights), board minutes and shareholder resolutions approving the investment, a disclosure letter setting out the exceptions to the warranties, and (in some cases) updated service agreements for the founders confirming their continued commitment to the company.

When Do You Need a Investment Agreement (Ireland)?

An Irish Investment Agreement is needed whenever an investor acquires shares in an Irish private limited company and the parties wish to document the terms of the investment and the investor's rights beyond those available under the Companies Act 2014 and the company's constitution. The most common circumstances in which an investment agreement is required include the following.

Angel investment: When an angel investor (a high net worth individual investing their own funds) acquires shares in an Irish start-up company, an investment agreement is needed to set out the terms of the investment — the number and class of shares being acquired, the price per share, any representations and warranties given by the company and founders, and the investor's ongoing rights (information rights, pre-emption rights, and any board observer right). For EII-eligible angel investments, the agreement must also address the Revenue compliance requirements for the EII scheme.

Seed or Series A venture capital investment: When a venture capital firm invests in an Irish company at the seed, Series A, or later stage, a thorough investment agreement (often structured as a subscription and shareholders' agreement) is essential. The investment agreement will typically include detailed representations and warranties, a full investor rights package (including preference shares with liquidation preference and anti-dilution, board representation rights, information rights, and drag-along/tag-along), and a disclosure process. The investment will typically be structured as a combination of an investment agreement and updated constitutional documents.

Enterprise Ireland HPSU investment: When Enterprise Ireland invests in an Irish High Potential Start-Up (HPSU) company under its investment programme, an investment agreement is required as part of the transaction documentation. Enterprise Ireland typically uses a standardised term sheet and investment agreement template. The company's other investors should review the Enterprise Ireland investment terms carefully to confirm consistency with any existing investors' rights agreements.

Strategic corporate investment: Where a strategic corporate investor (such as a large corporation investing in an innovative start-up as a strategic partner) makes an equity investment in an Irish company, an investment agreement is needed to document both the financial terms of the investment and any commercial arrangements (such as distribution agreements, licensing arrangements, or joint development agreements) that accompany the investment.

Co-investment between multiple investors: Where multiple investors are investing in the same company simultaneously (for example, a lead investor and follow-on investors in a round), an investment agreement with all investors as parties (or a set of investment agreements on substantially the same terms) is needed. The agreement should address the rights of each investor class and confirm consistency between the different investors' rights.

Under the Central Bank Act 1971 and Central Bank (Supervision and Enforcement) Act 2013, the Central Bank of Ireland regulates financial agreements. Section 149 of the Consumer Credit Act 1995 governs personal credit. Revenue Commissioners apply stamp duty under the Stamp Duties Consolidation Act 1999. The Data Protection Act 2018 and GDPR Article 6 apply to personal financial data. The High Court of Ireland adjudicates financial disputes.

What to Include in Your Investment Agreement (Ireland)

A thorough Irish Investment Agreement should include the following key provisions.

Parties: The agreement must identify the company (by CRO number and registered office), all investing parties (by full legal name and address), and all existing shareholders who are party to the agreement (typically the founders). Each party's legal capacity and authority to enter into the agreement should be confirmed.

Subscription for shares: The agreement must specify the number of shares subscribed for by each investor, the class of shares (for example, Series A Preference Shares), the subscription price per share (and the aggregate consideration), the total post-investment cap table (showing all shareholders and their percentage holdings on a fully diluted basis), and the effective date and mechanics of completion.

Conditions precedent to completion: Any conditions that must be satisfied before the investment completes should be listed — for example, approval of the investment by the existing shareholders at a general meeting, execution of updated constitutional documents, delivery of legal opinions, and satisfaction of the due diligence process.

Representations and warranties: The representations and warranties given by the company and founders should be set out in detail, covering all material aspects of the company's legal, financial, IP, employment, and regulatory position. The scope of the warranty package, the limitations on liability (time limits, de minimis, aggregate cap), and the disclosure mechanism should be clearly specified.

Investor rights: The specific rights granted to the investors should be documented — preference dividends, liquidation preferences, anti-dilution (weighted average or full ratchet), pre-emption rights on new share issuances, information rights (monthly, quarterly, and annual financial reporting), board representation rights (board seat or observer right), and reserved matter veto rights.

Tag-along and drag-along: The tag-along (right of investors to sell alongside controlling shareholders in a change of control) and drag-along (right of majority shareholders to compel minority shareholders to sell in a change of control) mechanisms must be clearly documented, including the thresholds, notice periods, and pricing provisions.

Founder obligations: The investment agreement should include founder obligations — typically including full-time service commitments, non-compete restrictions during the investment period, compliance with IP assignment obligations, and share vesting provisions.

Governing law and dispute resolution: The agreement should specify Irish law as the governing law and the courts of Ireland as the jurisdiction for disputes. Any dispute resolution mechanism (such as expert determination for valuation disputes) should be specified.

Constitutional amendments: The investment agreement should require the company to adopt updated constitutional documents (constitution) that incorporate the new share class rights and any other provisions needed to give effect to the investor rights. The updated constitution, once adopted by the shareholders at a general meeting, becomes a public document filed with the CRO and should be reviewed carefully by a solicitor to confirm it accurately reflects the agreed investor rights and does not inadvertently override any provisions of the shareholders' agreement. A solicitor with experience in Irish venture capital and corporate investment transactions is essential to structure, negotiate, and document any significant equity investment in an Irish company. The forms-legal.com Investment Agreement (Ireland) template covers the mandatory elements under Consumer Credit Act 1995.

Sources & Citations

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GDPR Article 6EU – GDPR

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@misc{formslegal-investment-agreement-ireland,
  author       = {{Forms Legal}},
  title        = {Investment Agreement (Ireland) (Ireland)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/ireland/financial/agreements/investment-agreement-ireland}},
  note         = {Free legal document template. Based on Consumer Credit Act 1995}
}

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Based on Consumer Credit Act 1995 — Template last modified June 2026Verify the source →

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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Investment Agreement (Ireland)

What Is a Investment Agreement (Ireland)?

When Do You Need a Investment Agreement (Ireland)?

What to Include in Your Investment Agreement (Ireland)

Sources & Citations

Cite this page

Also available for these jurisdictions:

Frequently Asked Questions

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