This article contains a general summary of deed execution and is not a complete or definitive statement of the law. SeedLegals is not a law firm and is not permitted to provide legal, tax or financial advice. You should make your own judgement on the suitability of any articles or documents to your circumstances, and obtain your own qualified advice as you see fit.
In this article, we will show you, step-by-step, how an Irish Instant Investment Agreement (deed version) is signed by an Irish company and its investors. We will also outline how a company’s common seal is physically added (or ‘affixed’) to the document once it’s been signed.
Generating and Sharing an Irish Instant Investment Agreement1. Click on the “Raise” tab on the left hand column of your company’s SeedLegals profile page, and then click on the relevant Instant Investment group you have been working on (both circled in red below).
The next step is to click on the Key Deal Terms workflow card by clicking on the pencil symbol (circled in red below):
2. This will cause the Key Deal Terms wizard to open - at the end of page two of this wizard (i.e. the Previous Round section), there will be a question asking who will sign the agreement on behalf of the company (see the below screen grab for more information). You should carefully read the accompanying hint text to this question, choose who will sign the Instant Investment Agreement on behalf of the company (it will either be one or two directors) and then click ‘Done’.
Remember, you can only select the ‘one director will sign’ option if the company’s constitution specifically allows for deeds to be signed by only one director (please see the second image below for an example of the type wording in an Irish company’s constitution which allows for this). Otherwise two directors must sign the agreement.
An example of a typical regulation in an Irish company’s constitution allowing only one director to sign a deed on behalf of the company:
3. Once you have completed the Key Deal Terms, obtained any investor consents and/or waivers of preemption rights, and passed the board and shareholder resolutions, you should then click the “Add Investment” button (see below on the right) and populate the wizard with details of the investment which will be made by your new investor:
Following this, to generate the Instant Investment Agreement click the “Create” button (which is the icon circled in red below).
The draft agreement will then open and you will be able to share the document with the investor who is subscribing for shares in the company by clicking the share document button (circled in red below):
Guide to an Individual Investor Signing the Instant Investment Agreement4. If your investor is an individual (i.e. a person rather than a company), they will then receive an email with a link to the Instant Investment Agreement. After logging onto the SeedLegals platform, they can then review the agreement and, if happy with the terms, click the sign button to e-sign the document. Please note that the individual investor must sign in the presence of an independent witness (see step 5).
If your proposed investor is an Irish company, please contact our customer support team before proceeding.
Remember that legally, the independent witness is meant to:
a) physically see the signatory, i.e. the individual investor, sign the document, and
b) not be an 'interested party' to the transaction themselves.
Not being an interested party means the witness should not benefit themselves one way or the other from the outcome of the agreement. For example, a family member shouldn't be the witness for the individual investor’s signature, since they're an interested party by family ties.
5. After e-signing the Instant Investment Agreement, the individual investor will be prompted to set the details of the independent person who has just witnessed them e-sign the document, after which they’ll be asked to share a link with that person so that they can also e-sign as a witness.
First, the individual investor clicks ‘Set witness details’.
Then the individual investor inputs the witness’s details and presses ‘Save’.
The following message will then appear. The individual investor should click on the copy to clipboard link. This is the icon circled in red below.
The individual investor should then paste this link into an email and send it to the witness. The witness should immediately click on the link which will take them to the below page which will allow them to e-sign (please note that they don’t need to have a SeedLegals account to do this).
Once they have signed, they can close the tab, and their signature will automatically pull through onto the agreement.
After both these steps are completed, the individual investor will have signed the Instant Investment Agreement - and it should look something like this:
Guide to the Company Signing and Sealing the Instant Investment Agreement
6. After the individual investor has e-signed the Instant Investment Agreement, you should then print the agreement in full, twice - this will mean that once a director (or two directors if required) signs these two hard copies on behalf of the company, there will be an original for the company’s records, and for the individual investor.
Assuming that two directors are signing the Instant Investment Agreement on behalf of the company, each director should then physically sign each of the two printed hard copies of the document - their signatures should be in pen above one of the signature areas (see the red text below as a guide) and they should also handwrite ‘Director’ immediately below where they have signed (see the green text below).
Remember, only one director signature is required if you chose the ‘one director signing’ option at step two.
7. After the directors have signed, the company’s common seal then needs to be added (or ‘affixed’) to each of the two hard copies of the agreement. The seal is used to imprint the company’s name on important legal documents. Your company should already have a seal (every Irish company is required to have one by law), but if you haven’t got one yet just then get in touch with a local seal maker (e.g. McGrath Seals, Dublin) to have one made.
Following this, one of the two directors who signed both copies of the Instant Investment Agreement should apply the seal to the signature page of both copies of the document on the area outlined by the purple circle below.
The seal’s imprint on the pages will look something like this, except it will be your company’s name that will be embossed:
8. After steps 6 and 7 are complete, the company part of the hard copy signature page of the agreement should look like this:
9. You should now click on the signing icon (circled in red below) on the platform:
And then select that the agreement has been signed offline by each of the two directors by clicking the button circled in red for each director:
Once this step is complete, the version of the Instant Investment Agreement on the platform should look like this:
10. Now that the Instant Investment Agreement has been signed by the relevant parties, wait until the company has received the subscription funds from the investor and, following receipt of funds, click the ‘Issue share certificate’ button and then have two directors print off, sign and seal the share certificate:
11. Finally, don’t forget to hand or post the investor one of the two original fully signed hard copy Instant Investment Agreements, as well as their original share certificate. You should store the other copy of the agreement for safe keeping with the company’s books and records. While details of the Instant Investment are accessible on the SeedLegals platform, it’s still good practice for both the company and the individual investor to each hold an original of the Instant Investment Agreement.