Pre-seed Angel investment agreement Template for Singapore

A Pre-seed Angel investment agreement sets out the terms when individual investors put early money into Singapore startups, typically before venture capital firms get involved. These deals usually range from S$20,000 to S$100,000 and happen when companies are still developing their initial product or business model.

The agreement covers key points like equity stakes, investor rights, and future funding rules under Singapore's Companies Act. It's simpler than later-stage investment contracts but still protects both sides - giving angels basic safeguards while letting founders maintain control as they prove their concept. Most local startups use standardized versions from VIMA (Venture Capital Investment Model Agreements) templates.

Use a Pre-seed Angel investment agreement when your Singapore startup needs its first external funding, typically between S$20,000 and S$100,000. This agreement becomes essential once you've found angel investors who are ready to back your early-stage venture but before you're ready for institutional venture capital.

The timing is crucial - implement this agreement right after verbal commitments but before any money changes hands. It protects both parties during this vulnerable phase of company growth and sets clear expectations about equity, voting rights, and future funding rounds. Many startups need this document when moving beyond family-and-friends funding to their first professional investors.

• Simple SAFE Agreement: Most basic version using standard VIMA templates, offering straightforward equity conversion terms with minimal investor rights
• Full Rights Agreement: Comprehensive version with detailed provisions for board seats, veto rights, and information access
• Convertible Note Structure: Debt-based agreement that converts to equity at the next funding round, popular with Singapore tech startups
• Milestone-Based Agreement: Links investment tranches to specific company achievements, common in deep-tech or biotech startups
• Syndicate Agreement: Designed for multiple angels investing together, with a lead investor coordinating terms

• Angel Investors: High-net-worth individuals investing their personal funds, typically providing S$20,000 to S$100,000 in early-stage startups
• Startup Founders: Company directors and shareholders seeking initial external funding while maintaining operational control
• Corporate Lawyers: Draft and review agreements, often using VIMA templates, ensuring compliance with Singapore's Companies Act
• Financial Advisors: Guide valuation discussions and structure investment terms for both parties
• Company Secretary: Handles documentation, share issuance, and regulatory filings with ACRA following the agreement

• Company Details: Gather ACRA registration documents, current cap table, and valuation basis
• Investment Terms: Document investment amount, equity percentage, and any specific milestones or conditions
• Investor Information: Collect investor's personal details, accredited investor status, and investment vehicle structure
• Rights Package: Define information rights, board representation, and veto powers being granted
• Future Rounds: Specify anti-dilution protection, pre-emptive rights, and conversion mechanisms
• Template Selection: Choose appropriate VIMA template based on deal structure and complexity

• Parties & Purpose: Full legal names of investor and company, plus clear investment objectives
• Investment Terms: Amount, valuation, equity percentage, and payment timeline
• Share Details: Class of shares, rights attached, and conversion mechanisms
• Investor Rights: Information access, board representation, and pre-emptive rights
• Warranties: Company representations about financial status and operations
• Exit Provisions: Tag-along rights, drag-along rights, and transfer restrictions
• Governing Law: Explicit statement of Singapore law jurisdiction and dispute resolution

A Pre-seed Angel investment agreement differs significantly from a Seed investment agreement in several key aspects, though both handle early-stage funding in Singapore's startup ecosystem.

• Investment Size: Pre-seed deals typically range from S$20,000 to S$100,000, while seed rounds usually start at S$250,000 and can exceed S$1 million
• Investor Profile: Pre-seed involves individual angel investors, while seed rounds often include institutional investors or venture capital firms
• Agreement Complexity: Pre-seed agreements use simpler terms and fewer protective provisions, focusing on basic rights and conversion mechanics
• Company Stage: Pre-seed funding occurs during concept development or MVP stage, while seed funding typically requires some market validation or early revenue
• Documentation Requirements: Pre-seed often uses lightweight VIMA templates, while seed rounds need more comprehensive legal documentation and due diligence