Most equity investments follow the same arc: the parties agree headline terms in a term sheet, do their diligence, negotiate definitive documents, and then complete — money in, shares issued. Understanding what each step commits you to keeps the process clean.
Step 1 — the term sheet
A term sheet records the principal terms of the proposed investment: the amount, the valuation, the instrument, and the governance the investor expects. Crucially, most of a term sheet is non-binding — it's 'subject to contract' and to diligence. A few clauses are usually binding even at this stage: exclusivity (the company agrees to deal only with this investor for a window), confidentiality, and costs. Mark clearly which is which.
Step 2 — diligence and conditions
Between term sheet and completion, the investor verifies the business and the parties agree the definitive documents. Completion is typically conditional on satisfactory legal, financial and commercial diligence; agreement of the transaction documents; and any corporate or regulatory approvals.
Step 3 — the subscription agreement
The subscription agreement is the binding document under which the investor subscribes for new shares. It sets the number of shares, the price, the total subscription amount, and the completion mechanics, and it contains warranties from both the company and the subscriber. On completion the investor pays and the company allots the shares and updates its register.
Step 4 — authorising it
- The board passes resolutions to allot the shares and, where needed, to disapply pre-emption rights.
- The company makes the statutory filings to record the allotment.
- The investor is entered in the register of members and receives a share certificate.
Each document in this chain — term sheet, subscription agreement and board resolution — is available as a fillable template. They are starting points; the warranties and conditions in a real deal should be tailored with counsel.