Investment agreement - what is it?


Running a business sooner or later will be associated with the need to conclude various types of contracts. One of them may be the so-called investment agreement. But what exactly is such an obligation and what obligations are associated with it?

Business contracts

The most common contracts concluded by enterprises include:

  • employment contracts with employees of a given company;

  • civil law contracts (commission, specific work), which somehow replace typical employment contracts;

  • construction works contracts - especially in the case of large enterprises that start their activities or expand their scope.

An investment agreement is another type of agreement that may arise as part of running a specific business. In practice, such an obligation appears primarily among large companies that perform their tasks in the form of a commercial company. However, this agreement may also appear in the case of plans to establish a start-up.

Investment agreement

The investment agreement belongs to the category of unnamed agreements, therefore we will not find its regulations in any Polish legal act. In fact, it is a cluster of several types of contracts, very close to the structure of the contract of mandate and for construction works. A characteristic feature of the liability in question is the investor's willingness to invest money in the establishment of a new or the development of an existing company.

The main purpose of an investment agreement is to define the rules on the basis of which a specific amount of money will be transferred to a designated enterprise or start-up. The contract should be concluded in a standard written form, so there is no need for its parties to use the assistance of a notary public in this respect.

The investment contract regulates the entire course of the investment, its precise purpose, mutual rights and obligations of the investor and the founder of a specific enterprise or start-up. In practice, contracts of this type involve large amounts, therefore the investor should be the party that will be most strongly protected by the relevant provisions - so here it is possible to slightly deviate from the principle of balance between the parties and their rights, which appears in most civil law contracts.

The content of the investment agreement

As with any contract, the investment contract should define as precisely as possible the rights and obligations of the parties, as well as the main subject of the obligation. The diagram of the contract in question should look like this:

  • specification of the parties to the agreement - the investor will be a person who contributes his financial capital to start or develop a designated enterprise or start-up. A party to such an agreement may be a natural person, a legal person, as well as an organizational unit without legal personality (e.g. a commercial partnership, association, housing association);

  • the subject of the contract - this is the indication of the amount of financial capital allocated to the establishment or development of the enterprise of one of the parties to the contract, the investment process (what it will consist of exactly and what stages it will consist of), as well as a description of the planned investment (what will the created or modernized enterprise look like) after the end of the entire contract) and the payment schedule. As part of the subject of the contract, it is also important to specify the closing of the investment process and to provide the final date by which one of the parties to the contract undertakes to establish the designated enterprises or to make a structural modification of an existing company;

  • ownership structure - one of the most important elements of an investment agreement, which determines the shares of individual people in a given enterprise. The investor has the right to demand the takeover of part of the company's ownership due to the investment of a certain amount of money in its creation or development. It is necessary to indicate the number of shares and the date of their acquisition by specific persons. This part should also include regulations on the right to take over the enterprise, buy it back, merge and liquidate it;

  • defining the rules for the appointment and composition of the company's bodies (management board, supervisory board);

  • obliging the shareholders to make specific changes to the articles of association;

  • restrictions, obligations or rights of all or individual partners related to competition, sale of shares, work for the company;

  • declarations and assurances of the parties - in this part there are regulations as to the method of resolving any disputes between the parties to the contract (e.g. through an arbitration court or mediation), keeping business secrets or protecting intellectual property;

  • conditions suspending the entry into force of the contract - the process of creating or modifying an enterprise may depend on obtaining appropriate administrative and court documentation (e.g. official approvals, excerpts from land and mortgage registers and others). In this case, some contractual provisions will come into force only upon the fulfillment of specific activities by the designated party (e.g. the commencement of construction of the company's seat will be possible only within 14 days from the date of obtaining the relevant building permit);

  • annexes (e.g. regulations for appointing members of management or supervisory bodies, contract versions, building permits, etc.).

Important clauses in the investment agreement

A well-drafted investment agreement should contain two basic clauses:

  • lock-up - its application prevents the sale of shares in the enterprise for a specified period of time (the duration of the contract or after its termination). This provision may apply to both all and specifically designated shares. Such a provision is to protect the entrepreneur from too quickly transferring the company to another person right after the completion of the entire investment;

  • anti-drainage - its purpose is to protect the investor against the possibility of reducing the percentage share in a given enterprise. In the case of issuing new shares in the company, a partner protected by such a clause gains a guarantee of automatic acquisition of the appropriate number of new shares (his percentage share in the company is thus not reduced in this way).

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When to sign an investment agreement?

In fact, an investment agreement is a highly complex commitment that involves a large amount of money allocated to the creation or development of a specific activity. As a rule, it applies to commercial companies that plan a wide range of activities. Of course, obligations of this kind may appear in the case of small companies or the aforementioned start-ups - but this is not very common.

The investment agreement should be signed only after the analysis of its content by both parties of the future obligation. Such contracts are much more complicated than, for example, in the case of a mandate contract or a contract for construction works. Hence the necessity to use the help of a lawyer who specializes in them. Regardless of the content of a given obligation, its incurring should be preceded by a market analysis - the investor should know whether the idea of ​​a potential contractor to create a specific company or expand an existing one has a strong potential and whether a refund can be expected in a few years.


The investment agreement belongs to the category of unnamed civil law contracts. Its basic object is the transfer of money by one party (investor) to the other (current or future entrepreneur) in order to create a new or modify an already existing business. In the vast majority of cases, investment agreements relate to commercial companies, and less frequently to other forms of activity. It is also possible to use them to lead to the creation of start-ups. The contract itself only requires the parties to be in writing.