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Standard Investment Agreement for Canada

Standard Investment Agreement Template for Canada

A comprehensive legal document governed by Canadian federal and provincial laws that establishes the terms and conditions for an investment in a company. This agreement outlines the investment amount, share class, investor rights, company obligations, and various protections for both parties. It incorporates specific requirements under Canadian securities laws, including provincial Securities Acts and relevant National Instruments, while addressing corporate governance requirements under the Canada Business Corporations Act or applicable provincial legislation. The agreement includes provisions for information rights, share transfer restrictions, and investor protections specific to Canadian jurisdiction requirements.

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What is a Standard Investment Agreement?

The Standard Investment Agreement is a fundamental document used in Canadian business transactions when an investor (either individual or institutional) seeks to make a capital investment in a company in exchange for shares or other securities. This agreement is essential for both early-stage investments and later-stage funding rounds, providing a legally binding framework that protects all parties' interests while ensuring compliance with Canadian securities regulations and corporate law. The document typically addresses key aspects such as investment terms, shareholder rights, governance provisions, and exit mechanisms, while incorporating specific requirements under Canadian federal and provincial legislation. It's particularly important for maintaining clarity in investment relationships and establishing proper corporate governance structures that align with Canadian regulatory requirements.

What sections should be included in a Standard Investment Agreement?

1. Parties: Identification of the parties to the agreement, including the company, investor(s), and any guarantors

2. Background: Context of the investment, including company overview and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment amount, type of securities being issued, and price per security

5. Closing Conditions: Conditions precedent to the completion of the investment

6. Representations and Warranties: Statements of fact by both the company and the investor

7. Covenants: Ongoing obligations of the parties post-investment

8. Information Rights: Investor's rights to receive financial and other company information

9. Share Rights: Rights attached to the shares being issued, including voting and dividend rights

10. Transfer Restrictions: Limitations on the transfer of securities

11. Confidentiality: Obligations regarding confidential information

12. Termination: Circumstances under which the agreement can be terminated

13. General Provisions: Standard legal provisions including governing law, notices, and amendments

What sections are optional to include in a Standard Investment Agreement?

1. Pre-emptive Rights: Right of existing investors to participate in future financing rounds

2. Tag-Along Rights: Right of minority investors to join in the sale of shares by majority shareholders

3. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in a sale

4. Anti-Dilution Protection: Protection for investors against future down-rounds

5. Board Composition: Rights regarding the appointment of directors and board structure

6. Registration Rights: Rights related to future public offerings

7. Non-Competition: Restrictions on competitive activities

8. Management Rights: Special rights for investors to participate in management

9. Exit Rights: Provisions regarding future sale or IPO of the company

What schedules should be included in a Standard Investment Agreement?

1. Schedule A - Capitalization Table: Current and post-investment share ownership structure

2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties

3. Schedule C - Shareholders' Rights: Detailed description of shareholder rights and restrictions

4. Schedule D - Form of Share Certificate: Template for share certificates to be issued

5. Schedule E - Financial Statements: Recent financial statements of the company

6. Schedule F - Business Plan: Company's current business plan and projections

7. Schedule G - Key Employee Agreements: Forms of employment agreements for key personnel

8. Appendix 1 - Subscription Form: Form for subscribing to the investment

9. Appendix 2 - Accredited Investor Certificate: Certification of investor status under securities laws

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions















































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Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Energy

Mining

Agriculture

Consumer Goods

Professional Services

Media and Entertainment

Clean Technology

Biotechnology

Infrastructure

Telecommunications

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Development

Investment

Compliance

Corporate Governance

Due Diligence

Portfolio Management

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Corporate Lawyer

Investment Director

Board Member

Corporate Secretary

Finance Director

Compliance Officer

Managing Partner

Investment Analyst

General Counsel

Private Equity Manager

Venture Capital Associate

Portfolio Manager

Due Diligence Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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