Fundraising & Equity generatorUnited Kingdom
Advance Subscription Agreement (UK SAFE Equivalent)
An Advance Subscription Agreement (ASA), the UK's SAFE equivalent, under which an investor pays now for shares to be issued at a future funding round, converting at a discount and/or valuation cap. Drafted to be compatible with SEIS/EIS advance-assurance requirements.
What is an Advance Subscription Agreement?
An Advance Subscription Agreement (ASA) is the UK's SAFE equivalent. An investor pays now for shares to be issued at a future funding round, and the advance converts at a discount and/or a valuation cap. This version is drafted to be compatible with SEIS/EIS advance-assurance requirements.
Early-stage UK companies raising bridge capital ahead of a priced round, and angel investors who want SEIS/EIS relief (which a convertible loan cannot give).
Advance Subscription Agreement template, current for 2026
The 2026 refresh covers longstop conversion within the HMRC-required period (drafted so the investment can qualify for SEIS/EIS, with no redemption, no interest, and no repayment as debt), the current SEIS £250k / lifetime limits noted for review, and Companies House share-allotment mechanics.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Advance Subscription Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Which company is issuing the shares (the "Company")? Provide its registered name, Companies House number, and registered office. The startup receiving the investment. SEIS/EIS relief attaches to shares in this company, so its exact registered name and number matter.
- Who is the investor (the "Investor")? Provide full legal name and address. The person or entity paying now for shares later. Individuals (not companies) typically claim SEIS/EIS relief.
- Is the Investor an individual claiming SEIS/EIS relief? SEIS/EIS income tax relief is only available to qualifying individuals. This tailors the tax-relief representations and the anti-avoidance covenants.
- Under which financial-promotion category is the Investor certifying (FSMA s.21 / FPO)? An early-stage share offer is a financial promotion. The Investor must fall within an exemption. Certified high net worth (FPO art.48) or self-certified sophisticated (FPO art.50A) are the usual routes for angels; corporate/fund investors are often exempt on another basis (e.g. investment professional under art.19 or high-value body under art.49).
- What is the date of this Agreement? The execution date. Advance assurance and the longstop period run from around this date.
- How much is the Investor advancing (in GBP)? The cash paid now in exchange for shares to be issued at the next round. SEIS has a £250,000 company lifetime cap; EIS higher. Keep within the limits your solicitor confirms.
- By when must the Investor pay the Subscription Amount? Funds should be paid promptly (often on or shortly after signing) so shares can be issued within the SEIS/EIS window. The Longstop Date must fall within the HMRC-permitted period measured from this payment date; the wizard checks that the Longstop Date you enter is not before this date.
- What conversion discount applies at the next round (as a %)? This is the reward for investing early. The Investor's share price is set at a discount to the round price. Enter 0 if there is no discount. HMRC dislikes terms that make an ASA look like a loan, so keep discounts commercially reasonable.
- Is there a valuation cap? A cap sets a maximum company valuation for converting the advance, protecting the Investor if the round prices high. Optional.
- What is the valuation cap (fully-diluted, in GBP)? The maximum valuation used to price the Investor's shares. The Investor gets the better of the cap price and the discounted round price.
- Is the valuation cap measured pre-money or post-money? Determines the denominator when computing the cap conversion price. Pre-money is more common for UK ASAs.
- What minimum new-money raise counts as a "Qualifying Funding Round" (in GBP)? Sets the trigger size for automatic conversion. A round below this threshold will not force conversion (though the parties can still elect to convert).
- When do you expect the priced round to complete, relative to the SEIS/EIS issue window? For the shares to qualify, they must be issued within the period HMRC allows after the money is advanced. If the round is likely to slip beyond that window, the Longstop Date must be set to force conversion before the window closes. This flags the timing risk for the reviewing solicitor.
- What is the Longstop Date? The backstop by which, if no qualifying round has happened, the advance automatically converts into shares. For SEIS/EIS this MUST be a fixed date (no cash repayment) and must fall on or before the last date the shares can be issued consistently with the intended relief, measured from the payment date. It is usually within about six months of signing. The wizard warns if this date is before the payment deadline.
- At what pre-money valuation does the advance convert on the Longstop Date (in GBP)? If no round occurs by the Longstop Date, shares must still be issued, so a fallback valuation is required. Often the same as the cap.
- What class of shares will the advance convert into? For SEIS/EIS the shares must be full-risk ordinary shares with no preferential rights on the amount advanced. Usually the ordinary shares issued in the round, or a bespoke class matching them.
- Is there a subsisting shareholders' agreement or bespoke articles the converted shares must conform to? If the Company already has a shareholders' agreement or investor articles, the Subscription Shares must be issued consistently with them (and the Investor may need to accede). This drives a conformity covenant and an accession obligation, framed so as not to add preferential rights that would break SEIS/EIS.
- Which reliefs is the advance intended to qualify for? Drives the SEIS/EIS-compliance covenants (no interest, no redemption, no repayment, full-risk ordinary shares). Select all that apply.
- If both SEIS and EIS are selected, how should the subscription be allocated between them? Where both reliefs apply, HMRC requires SEIS to be used first, up to the available SEIS limits, with any balance under EIS. This confirms the intended ordering for the tax-intent recital and any compliance statements. Only relevant if you selected both SEIS and EIS above.
- Has the Company obtained (or applied for) HMRC advance assurance? Advance assurance is HMRC's indication that the shares should qualify. Recording its status manages the Investor's expectations.
- Should the Investor get "most favoured investor" protection? If later advance-subscription investors get better terms before this converts, this Investor is offered the same. Common investor ask.
- Grant the Investor pro-rata participation rights in the next round? Lets the Investor invest further to maintain their percentage. Pro-rata rights should not attach preferential terms that would breach SEIS/EIS.
- What level of Company warranties should be given? Early ASAs are usually light on warranties. Choose the depth appropriate to the round.
- Which law governs the Agreement? UK jurisdictions have separate legal systems. Pick the one matching the Company and its advisers.
- Company's email address for notices? Used for contractual notices and conversion mechanics.
- Investor's email address for notices? Used for contractual notices and conversion mechanics.
- Who signs for the Company (name and title)? Typically a director authorised to bind the Company.
- Any additional bespoke terms or deal points to include? Board observer rights, information rights, specific completion mechanics, side-letter items, bespoke SEIS/EIS allocation, etc. Leave blank if none.
Frequently asked
About the Advance Subscription Agreement and how HDAi works.
What is an Advance Subscription Agreement (UK SAFE Equivalent)? +
An Advance Subscription Agreement (ASA) is the UK's SAFE equivalent. An investor pays now for shares to be issued at a future funding round, and the advance converts at a discount and/or a valuation cap. This version is drafted to be compatible with SEIS/EIS advance-assurance requirements. It suits early-stage UK companies raising bridge capital ahead of a priced round, and angel investors who want SEIS/EIS relief (which a convertible loan cannot give).
Is HDAi's Advance Subscription Agreement (UK SAFE Equivalent) legally binding? +
The Advance Subscription Agreement (UK SAFE Equivalent) HDAi generates becomes binding once it is completed, reviewed, and properly signed. You can route the draft to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because the agreement is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Advance Subscription Agreement (UK SAFE Equivalent)? +
You can generate and download the Advance Subscription Agreement (UK SAFE Equivalent) in minutes at no cost. If you want it finished, a licensed Hart David Carson attorney reviews the commercial terms with you and brings in locally admitted UK counsel where the agreement needs it, which is the step no template can take.
What makes this Advance Subscription Agreement (UK SAFE Equivalent) current for 2026? +
The 2026 refresh covers longstop conversion within the HMRC-required period (drafted so the investment can qualify for SEIS/EIS, with no redemption, no interest, and no repayment as debt), the current SEIS £250k / lifetime limits noted for review, and Companies House share-allotment mechanics.
How long does the Advance Subscription Agreement (UK SAFE Equivalent) take? +
Estimated time about 14 min (28 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Advance Subscription Agreement (UK SAFE Equivalent) work in the United Kingdom? +
Yes. This version is drafted for United Kingdom law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
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