An Investors’ Rights Agreement is a complex legal document outlining the rights and responsibilities of investors when purchasing a company’s stock or other way of securities. Investors’ Rights Agreements can cover several different rights awarded to the investors, depending on the agreement between the two parties. Almost always though the agreement will cover three basic investors’ rights: Registration rights, Information Rights, and Rights of First Rejection.
Registration Rights are contractual rights of holders of securities to have the transfer of those securities registered with the SEC under the Securities Act of 1933. In other words, Registration Rights entitle investors to force a company to register shares of common stock issuable upon conversion of preferred stock with the Securities and Exchange Commission. A venture capitalist shareholder especially wants the ability to register his shares because registration provides it with the ability to freely sell the shares without complying with the restrictions of Rule 144.
In any solid Investors’ Rights Agreement, the investors will also secure a promise from your company that they can maintain “true books and records of account” in a system of accounting in keeping with accepted accounting systems. The company also must covenant that anytime the end of each fiscal year it will furnish to every stockholder an equilibrium sheet from the company, revealing the financials of the such as gross revenue, losses, profit, and monetary. The company will also provide, in advance, an annual budget for everybody year together financial report after each fiscal 1 fourth.
Finally, the investors will almost always want to secure a right of first refusal in the Agreement. Which means that each major investor shall have the right to purchase an experienced guitarist rata share of any new offering of equity securities together with company. Which means that the company must provide ample notice to the shareholders within the equity offering, and permit each shareholder a specific quantity of time to exercise his or her right. Generally, 120 days is given. If after 120 days the shareholder does not exercise her / his right, n comparison to the company shall have the option to sell the stock to more events. The Agreement should also address whether not really the shareholders have the to transfer these rights of first refusal.
There are also special rights usually awarded to large venture capitalist investors, like the right to elect at least one of the firm’s directors as well as the right to sign up in the sale of any shares created by the founders of organization (a so-called “co founders agreement india template online-sale” right). Yet generally speaking, keep in mind rights embodied in an Investors’ Rights Agreement would be right to sign up one’s stock with the SEC, the correct to receive information of the company on a consistent basis, and the right to purchase stock in any new issuance.