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Investment Owners Contract for the United Kingdom

Investment Owners Contract Template for England and Wales

An Investment Owners Contract under English and Welsh law is a comprehensive legal agreement that establishes the rights, obligations, and relationships between multiple investors in an investment structure. It governs capital contributions, profit distribution, management rights, and exit provisions while ensuring compliance with UK financial regulations and FCA requirements. The document provides a framework for investment governance and risk management, incorporating both mandatory regulatory elements and customizable commercial terms.

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Investment Owners Contract

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What is a Investment Owners Contract?

The Investment Owners Contract is essential when multiple parties come together to make joint investments under English and Welsh law. It provides the legal foundation for the investment relationship, defining each party's rights, responsibilities, and economic interests. This contract type is particularly crucial in regulated investment environments, ensuring compliance with UK financial services legislation while protecting investors' interests. It typically includes detailed provisions on capital calls, distribution waterfalls, transfer restrictions, and governance mechanisms, making it suitable for various investment structures from simple partnerships to complex fund arrangements.

What sections should be included in a Investment Owners Contract?

1. Parties: Identification and details of all contracting parties

2. Background: Context of the investment arrangement and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Investment Structure: Details of the investment vehicle and ownership structure

5. Capital Contributions: Terms regarding initial and subsequent capital contributions

6. Profit Distribution: Rules for distributing returns and profits

7. Management Rights: Decision-making powers and management structure

8. Transfer Restrictions: Limitations on transfer of ownership interests

9. Term and Termination: Duration of agreement and termination provisions

What sections are optional to include in a Investment Owners Contract?

1. Tag-Along Rights: Rights of minority investors to join in sale of majority stake

2. Drag-Along Rights: Rights of majority to force minority to join in sale

3. Advisory Board: Structure and powers of advisory board

4. Co-Investment Rights: Rights to participate in future investments

What schedules should be included in a Investment Owners Contract?

1. Schedule 1: Investment Details: Specific details of initial investments and valuations

2. Schedule 2: Members Register: List of all investors and their respective holdings

3. Schedule 3: Management Structure: Detailed governance and management procedures

4. Appendix A: Valuation Methodology: Agreed methods for valuing investments

5. Appendix B: Investment Policy: Guidelines and restrictions on investment activities

6. Appendix C: Fee Structure: Details of management fees and carried interest calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions














































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Industries

Financial Services and Markets Act 2000: Primary legislation that regulates financial services and markets in the UK, setting requirements for authorized persons and regulated activities

Companies Act 2006: Core legislation governing company formation, management, and operations, relevant for investment vehicle structures

Partnership Act 1890: Legislation governing traditional partnerships, applicable if the investment structure involves partnership arrangements

Limited Partnerships Act 1907: Legislation specific to limited partnerships, relevant for certain investment structures

Law of Property Act 1925: Fundamental property law legislation that may affect investment contracts involving real property

FCA Regulations: Regulatory framework including investment regulations, Conduct of Business Sourcebook (COBS), and client categorization rules

Alternative Investment Fund Managers Directive (AIFMD): European-derived regulations governing alternative investment fund managers and their activities

Money Laundering Regulations 2017: Regulations setting out anti-money laundering requirements and Know Your Customer (KYC) obligations

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Income Tax Act 2007: Legislation governing income tax obligations relevant to investment returns

Corporation Tax Act 2010: Legislation governing corporate tax obligations for investment vehicles and corporate structures

Consumer Rights Act 2015: Consumer protection legislation that may apply if dealing with retail investors

Unfair Contract Terms Act 1977: Legislation controlling the use of unfair terms in contracts, particularly relevant for standard form contracts

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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