What documents do I need to close a seed round in the UK?
By SuLe · Updated 9 June 2026
Closing a UK seed round takes a defined bundle of documents: a term sheet, a subscription (investment) agreement, a shareholders' agreement, new articles of association, a disclosure letter, board minutes and shareholder resolutions. After signing come the filings — the SH01 at Companies House, updated registers and share certificates. Each has a distinct job, and none is optional paperwork.
Key facts
- The core set is: term sheet, subscription agreement, shareholders' agreement, new articles, disclosure letter, board minutes, shareholder resolutions, deeds of adherence and the SH01.
- The subscription agreement carries the warranties; the disclosure letter is your main protection against warranty claims.
- New shares are allotted under Companies Act 2006 s.550 or s.551, and existing shareholders' s.561 pre-emption rights must be dealt with.
- The SH01 return of allotment must be filed within one month of allotment; share certificates within two months.
- The register of members — not Companies House — is the definitive legal record of who owns the shares.
What are the core documents in a seed round?
Every seed round runs on the same small stack of documents, each doing one job. The term sheet sets the headline terms; the subscription agreement is the binding contract to buy shares; the shareholders' agreement and new articles govern the company afterwards.
Around those sit the supporting documents. The disclosure letter qualifies the warranties, board minutes and shareholder resolutions authorise the allotment, and deeds of adherence bind incoming investors to the shareholders' agreement.
The list is longer than founders expect, but nothing is filler. A missing s.431 election or an unsigned deed of adherence is the kind of gap that surfaces at your next round, in due diligence, when it is hardest to fix cleanly.
Which document actually creates the investment?
The subscription (investment) agreement. It records who subscribes for how many shares at what price, sets the conditions that must be met before completion, and contains the warranties the company — and often the founders — give about the business.
The term sheet comes first but is mostly non-binding; it is a plan, not the deal. The subscription agreement is where the plan becomes an enforceable contract, so it is the document to read most carefully.
Sitting alongside it, the shareholders' agreement and the new articles set the rules for life after the money lands: who sits on the board, what decisions need investor consent, and how shares can be transferred.
What has to be filed at Companies House?
Three filings matter most. The SH01 return of allotment must reach Companies House within one month of the shares being allotted. Any special resolutions and the amended articles must be filed within 15 days.
The register of members must be written up to show the new holdings — and this, not the Companies House record, is the definitive legal proof of ownership. Share certificates go to investors within two months of allotment.
If the round changes who controls the company, the PSC (person with significant control) register and Companies House filing need updating too. Most seed rounds do not shift control, but a large lead investor sometimes does.
| Document | What it does | Binding? |
|---|---|---|
| Term sheet | Sets headline terms | Mostly non-binding |
| Subscription agreement | Contract to buy shares; carries warranties | Yes |
| Shareholders' agreement | Governance, consent rights, transfers | Yes |
| New articles of association | Public constitution; share rights | Yes (filed) |
| Disclosure letter | Qualifies the warranties | Yes |
| Board minutes & resolutions | Authorise the allotment | Yes |
| SH01 | Notifies Companies House of allotment | Filing (within 1 month) |
Worked example
Amara and Tomás run Verdant Labs Ltd, a soil-sensor startup, and close a £600,000 seed round from an angel syndicate. Their lawyer prepares the subscription agreement for £600,000 of new ordinary shares, a shareholders' agreement giving the lead investor information rights, and new articles.
Before signing, Amara drafts a careful disclosure letter noting one open contractor IP point, which protects the founders on that warranty. At completion the board allots the shares under s.551 authority passed the same day, the register of members is written up, and the SH01 is filed a week later — comfortably inside the one-month window. Certificates follow within two months.
Where founders go wrong
Treating the term sheet as the deal
— it is a plan; the subscription agreement is what binds you, and its warranties are where the risk sits.Skimping on the disclosure letter
— a fact fairly disclosed defeats a warranty claim, so a thin disclosure letter throws away your main protection.Forgetting the pre-emption step
— new shares for cash trigger s.561 pre-emption rights that must be waived or disapplied before allotment.Missing the SH01 deadline
— the return of allotment is due within one month; late filing is an offence and an untidy signal in due diligence.
Related questions
What is the single most important document in the set?
The subscription (investment) agreement, because it records who is investing how much for what shares and contains the warranties you give. The shareholders' agreement and new articles govern how the company is run afterwards, so all three deserve real attention rather than a quick skim before signing.
Do I need a shareholders' agreement and new articles, or just one?
Usually both. The articles are the company's public constitution filed at Companies House; the shareholders' agreement is a private contract covering matters investors prefer to keep confidential, like reserved matters and information rights. At seed they are sometimes combined, but most institutional rounds use both. [More: What should a shareholders' agreement include for a UK startup?]
Who drafts the seed round documents?
Commonly the investor's or lead's solicitor prepares the first drafts, and the company's solicitor reviews and negotiates them. On smaller angel rounds a template set may be used. Either way, the company should have someone independent read the warranties and reserved matters before signing.
What has to be filed at Companies House afterwards?
The SH01 return of allotment within one month, any special resolutions and amended articles within 15 days, and PSC register updates if control changes. Share certificates go to investors within two months. The register of members, not Companies House, is the definitive record of who owns the shares. [More: What is an SH01 and when must I file it?]
A seed round is a stack of interlocking documents where a weak disclosure letter or a missed pre-emption step can cost you far more than the legal fees you saved. A SuLe solicitor can review the whole set before you sign and make sure the filings land on time. Book a free investment readiness check
Keep reading: What is due diligence — and what will investors ask for? · What are warranties in an investment agreement? · What is a disclosure letter? · How do I issue new shares in a UK company? · What board and shareholder resolutions does a funding round need? · What happens at completion of a funding round?
Primary sources: Companies Act 2006 · GOV.UK — Running a limited company
