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Scots Law or English Law

You will need to choose a governing law for the investment documentation. For Scottish companies with a Scottish investor, it would be logical for Scots law to be used. Similarly, for English companies with English investors, English law may be more appropriate.

MBM has prepared both Scots and English law versions of the MBM Seed Investment Heads of Agreement and the MBM Seed Investment Agreement. The MBM Seed Investment Terms operate under both Scots and English Law.

It is worth noting that counterpart signature is currently not valid under Scots Law. English law allows for counterpart signature, meaning duplicates of the same document can be signed by the parties, rather than having to sign the same original piece of paper. There are plans in place to change this law in Scotland, but as yet, counterpart execution remains invalid under Scots law. Accordingly, some Scottish companies/investors may choose English law as the governing law using counterparts to make execution of the documents easier.

MBM would be happy to assist you should you require any advice regarding which legal jurisdiction to use.  Please note that MBM regularly advise on English deals as well as Scottish deals and have solicitors qualified in both jurisdictions.

HELPFUL TIPS ON SEED INVESTMENT DEALS

EIS and SEIS - Tax Relief

Check Your Company Books Are Up To Date

Use Heads of Agreement for Main Deal Terms

Share Capital Table and Dilution

Agree the Process and Documents to be Used

Choose an Appropriate Adviser

Dealing with Indebtedness

Updating the Company’s Records Post-Investment

Document Indexing and Signing Requirements

Scots Law or English Law

Read our briefing note on how to run an early stage seed investment

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