[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-agreement-for-the-subscription-of-shares-D317":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT FOR THE SUBSCRIPTION OF SHARES This Agreement for the Subscription of Shares (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Subscriber\"), an individual with his main address located at: [State/Province] of [STATE/PROVINCE] [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] 1. PRELIMINARY STATEMENTS The Subscriber wishes to subscribe, by the present, to [NUMBER] class [SPECIFY] shares to be issued on the share-capital of the Company for a total consideration of [AMOUNT] [CURRENCY], that is approximately [AMOUNT] [CURRENCY] per share. The Subscriber acknowledges having been informed of the articles and by-laws of the Company, and declares himself/herself satisfied of these documents. The Subscriber acknowledges that he/she adheres to the shareholders agreement executed on [DATE] between all the shareholders of the Company and that he/she is governed by the rights and obligations of those qualified therein as «minority shareholders».",null,"Agreement for the Subscription of Shares","2",43,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-for-the-subscription-of-shares-D317.png","https://templates.business-in-a-box.com/imgs/250px/317.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#317.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","agreement for subscription shares","Agreement for the Subscription of Shares Template","https://templates.business-in-a-box.com/imgs/400px/317.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Equity & Mergers","/templates/equity-and-mergers/",[38,42,46,50,54,58,62,66,70,74,78,82,86,102,119,135,148,163],{"label":39,"url":40,"thumb":41,"extension":10},"Letter Examples for a Subscription of Shares","/template/letter-examples-for-a-subscription-of-shares-D5163","https://templates.business-in-a-box.com/imgs/250px/5163.png",{"label":43,"url":44,"thumb":45,"extension":10},"Stock Subscription Agreement","/template/stock-subscription-agreement-D350","https://templates.business-in-a-box.com/imgs/250px/350.png",{"label":47,"url":48,"thumb":49,"extension":10},"Subscription Agreement","/template/subscription-agreement-D12537","https://templates.business-in-a-box.com/imgs/250px/12537.png",{"label":51,"url":52,"thumb":53,"extension":10},"Resolution for the Subscription for and Issuance of Shares","/template/resolution-for-the-subscription-for-and-issuance-of-shares-D86","https://templates.business-in-a-box.com/imgs/250px/86.png",{"label":55,"url":56,"thumb":57,"extension":10},"Share Subscription Agreement Private_Long Form","/template/share-subscription-agreement-private-long-form-D343","https://templates.business-in-a-box.com/imgs/250px/343.png",{"label":59,"url":60,"thumb":61,"extension":10},"Share Subscription Agreement Venture Capital","/template/share-subscription-agreement-venture-capital-D344","https://templates.business-in-a-box.com/imgs/250px/344.png",{"label":63,"url":64,"thumb":65,"extension":10},"Master Subscription Agreement","/template/master-subscription-agreement-D14010","https://templates.business-in-a-box.com/imgs/250px/14010.png",{"label":67,"url":68,"thumb":69,"extension":10},"Exchange of Shares Agreement","/template/exchange-of-shares-agreement-D330","https://templates.business-in-a-box.com/imgs/250px/330.png",{"label":71,"url":72,"thumb":73,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":75,"url":76,"thumb":77,"extension":10},"Online Subscription Agreement","/template/online-subscription-agreement-D837","https://templates.business-in-a-box.com/imgs/250px/837.png",{"label":79,"url":80,"thumb":81,"extension":10},"Agreement for Redemption of Preferred Shares","/template/agreement-for-redemption-of-preferred-shares-D316","https://templates.business-in-a-box.com/imgs/250px/316.png",{"label":83,"url":84,"thumb":85,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":100,"url":101},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[96,98],{"label":17,"url":97},"finance-accounting",{"label":20,"url":99},"buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":118},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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The undersigned is the registered and beneficial owner of [NUMBER] Class [SPECIFY] Shares in the capital stock of [COMPANY NAME] Corporation (\"[COMPANY NAME]\"); 2. The undersigned wishes to sell and transfer the said Shares to [COMPANY NAME] (the \"Transferee\"); NOW THEREFORE, FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Transferee [NUMBER] Class [SPECIFY] Shares of [COMPANY NAME] registered in the name of the undersigned on the books of [COMPANY NAME]. IT IS HEREBY AGREED THAT: TRANSFER OF SHARES Sale and Transfer: The Transferor agrees to sell, assign, and transfer to the Transferee, and the Transferee agrees to purchase from the Transferor, the Shares for the total purchase price of [PURCHASE PRICE] (the \"Purchase Price\"). Delivery of Shares: Upon execution of this Agreement and receipt of the Purchase Price, the Transferor shall deliver to the Transferee the share certificate(s) representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers, and any other documents necessary to transfer ownership of the Shares to the Transferee. PURCHASE PRICE 2.1 Payment: The Transferee shall pay the Purchase Price to the Transferor in [SPECIFY FORM OF PAYMENT, e.g., cash, check, bank transfer], on or before [CLOSING DATE]. 2.2 Adjustment: There shall be no adjustment to the Purchase Price for any dividends declared or paid on the Shares after the date of this Agreement and before the Closing Date. REPRESENTATIONS AND WARRANTIES 3.1 Transferor's Representations: The Transferor represents and warrants that: a) The Transferor is the sole legal and beneficial owner of the Shares. b) The Shares are free and clear of all liens, claims, and encumbrances. c) The Transferor has full power and authority to enter into this Agreement and to transfer the Shares to the Transferee. 3.2 Transferee's Representations: The Transferee represents and warrants that: a) The Transferee has full power and authority to enter into this Agreement and to purchase the Shares. b) The Transferee is acquiring the Shares for investment purposes and not with a view to or for sale in connection with any distribution thereof. CONDITIONS PRECEDENT 4.1 The obligations of the Transferor and the Transferee under this Agreement are subject to the following conditions: a) Compliance with all applicable laws and regulations relating to the transfer of the Shares. b) Approval by the Company's Board of Directors or any other necessary corporate body, if required.","Stock Transfer Agreement","https://templates.business-in-a-box.com/imgs/1000px/stock-transfer-agreement-D14069.png","https://templates.business-in-a-box.com/imgs/250px/14069.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14069.xml",{"title":126,"description":6},"stock transfer agreement",[128,131],{"label":129,"url":130},"Business Plan Kit","business-plan-kit",{"label":132,"url":133},"Administration","business-administration","/template/stock-transfer-agreement-D14069",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":106,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":147},"EMPLOYEE STOCK OPTION AGREEMENT This Employee Stock Option Agreement (\"Option Agreement\") is made and entered into as of the date of grant set forth below (\"Date of Grant\") BETWEEN: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [COUNTRY], with its head office located at [ADDRESS OF THE COMPANY], AND: [EMPLOYEE FULL NAME] (the \"Participant\"), an individual with his/her main address at [ADDRESS]. Pursuant to your Stock Option Grant Notice (\"Grant Notice\") and this Option Agreement, [COMPANY NAME] Inc., a [STATE] corporation (the \"Company\") has granted you an option under its [YEAR] Equity Incentive Plan (the \"Plan\") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the \"Date of Grant\"). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows: DEFINITIONS In the following clauses: \"Participant\" means an individual who is a manager, employee or a contractor of the Company, who is selected at the discretion of the [SPECIFY] of the Company to be granted stock options; \"Option\" means the stock option that entitles the Participant to acquire shares of the Company during the Exercise Period against payment of the Exercise Price provided for in Section 3. \"Option Shares\" means the total amount of [TYPE OF SHARES] shares of the Company which are made available for purchase by the Participant by means of the present Employee Stock Option Agreement; \"Date of Grant\" means the date on which the Participant and the Company enter into this Employee Stock Option Agreement and on which the Participant receives the Option; \"Vesting\" means the to the process by which the Participant acquires the Option Shares granted to him/her through this Employee Stock Option Agreement. Subject to the provisions hereof, your Option will vest as set out in your Grant Notice. The vesting will cease upon termination of your continuous service; \"Vesting Period\" is the period of time before shares are unconditionally owned by an employee. If that person's employment terminates before the end of the vesting period, the company can buy back the shares at the original price. \"Vesting Schedule\" means a table indicating the number of Option Shares that will vest throughout the Vesting Period, which the Participant may purchase after the Vesting Period or upon the occurrence of any of the triggering events under section 16,17 and 18; \"Vested Option Shares\" means a portion of the total amount of Option Shares which the Participant has earned the right to acquire throughout the Vesting Period and the total amount of Option Shares which the Participant has earned the right to acquire after the Vesting Period has ended; \"Anniversary Date\" means the date that is [NUMBER OF YEARS] years from the Date of Grant of the Option and as of which the Option may be exercised; \"Exercise\" means the purchase of all Option Shares by the Participant after the Vesting Period has ended, or the purchase of a fraction of vested Option Shares by the Participant upon the occurrence of certain triggering events. \"Exercise Price\" means the price, determined at the Date of Grant, at which an Option Share can be purchased by the Participant; \"Exercise Period\" means the period of time during which the Participant may purchase the Option Shares; OPTION GRANT On the date of entry into force of this Agreement, (the \"Grant Date\"), the Company grants the participant an option (the \"Option\") to purchase the aggregate number of [NUMBER OF SHARES] [TYPE OF SHARES] shares of the Company as described above (the \"Option Shares\") against payment of the exercise price per share of [PRICE PER SHARE] indicated above (the \"Exercise Price\") during the exercise period beginning on [DATE THE EXERCICE PERIOD BEGINS] and ending on [DATE THE EXERCICE PERIOD ENDS], subject to all the terms and conditions of this Agreement. EXERCISE PRICE The exercise price is set at [PRICE] per share, which represents the fair market value per share of the Company on the grant date, determined by [SPECIFY] of the Company. Also, the number of common shares subject to your option and your exercise price per share may be adjusted from time to time for capital adjustments. METHOD OF PAYMENT Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price of your option in cash or by check or in any other manner permitted above, which may include one or more of the following: Bank draft or money order payable to the Company. WHOLE SHARES You may exercise your option only for whole Common Shares. VESTING RIGHTS Subject to the provisions hereof, your Option will vest as set out in your Grant Notice. The vesting will cease upon termination of your continuous service. EXERCISE. You may exercise the vested portion of your option during its term by delivering a notice (in a form designated by the Company) together with the exercise price to the Company's Plan administrator, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company's Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require. By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. EXERCISE PRIOR TO VESTING (\"EARLY EXERCISE\") If permitted in your Grant Notice (i.e., the \"Exercise Schedule\" indicates \"Early Exercise Permitted\") and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;","Employee Stock Option Agreement","12","https://templates.business-in-a-box.com/imgs/1000px/employee-stock-option-agreement-D12613.png","https://templates.business-in-a-box.com/imgs/250px/12613.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12613.xml",{"title":143,"description":6},"employee stock option agreement",[145,146],{"label":17,"url":97},{"label":20,"url":99},"/template/employee-stock-option-agreement-D12613",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":106,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":162},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":156,"description":6},"non disclosure agreement nda",[158,159],{"label":32,"url":114},{"label":160,"url":161},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":164,"descriptionCustom":6,"label":165,"pages":151,"size":166,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":171,"keywords":176,"url":177},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[172,173],{"label":17,"url":97},{"label":174,"url":175},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",false,{"seo":180,"reviewer":193,"legal_disclaimer":192,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":255,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":509,"classification":510},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184,"family":183,"is_canonical":192},"Agreement for the Subscription of Shares Template | BIB","Free share subscription agreement template for issuing new equity to investors. Covers price, representations, conditions precedent, and closing.","share subscription agreement template",[185,186,187,188,189,190,191],"share subscription agreement","share subscription agreement free","equity subscription agreement template","new share issuance agreement","subscription of shares contract","share subscription agreement word","investor subscription agreement template",true,{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":192,"signature_required":192,"notarization_required":178},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"An Agreement for the Subscription of Shares is a legally binding contract between a company and one or more investors under which the company issues newly created shares and the investor commits to paying the agreed subscription price in exchange. This free Word download gives you a structured, investor-ready starting point you can edit online and export as PDF to execute at closing.\n","Use it whenever a company raises capital by issuing new equity — whether in a seed round, a Series A, a private placement, or a one-off strategic investment — and needs a binding written record of the price, quantity, representations, and conditions that govern that issuance.\n","Parties and recitals, subscription commitment and share price, representations and warranties from both company and investor, conditions precedent to closing, anti-dilution and pre-emption rights, use of proceeds, governing law, and signature blocks for each subscribing party.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders","Issuing new shares to angel investors or seed funds at a defined price per share","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Corporate counsel and company solicitors","Documenting a private placement for a client raising growth or bridge capital","persona-corporate-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"CFOs and finance directors","Formalizing a strategic investor's entry onto the cap table at a fixed valuation","persona-cfo",{"title":217,"use_case":218,"icon_asset_id":219},"Private equity and venture capital fund managers","Subscribing to a new share class in a portfolio company at a negotiated price","persona-vc-fund-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Small business owners","Bringing in a business partner as an equity holder through a new share issuance","persona-small-business-owner",{"title":225,"use_case":226,"icon_asset_id":227},"M&A advisors","Structuring a subscription as part of a recapitalization or pre-acquisition investment","persona-ma-advisor",[229,232,235,239,243,247,251],{"situation":230,"recommended_template":7,"slug":231},"Single investor subscribing to ordinary shares at a fixed price","agreement-for-the-subscription-of-shares-D317",{"situation":233,"recommended_template":104,"slug":234},"Multiple investors subscribing in the same funding round","shareholders-agreement-D1016",{"situation":236,"recommended_template":237,"slug":238},"Investor converting a loan into equity at a discount","Convertible Note Agreement","convertible-note-agreement-D870",{"situation":240,"recommended_template":241,"slug":242},"Issuing shares to an employee or advisor under an equity plan","Stock Option Plan","stock-option-plan-D13284",{"situation":244,"recommended_template":245,"slug":246},"Transferring existing shares from one shareholder to another","Share Transfer Agreement","stock-transfer-agreement-D14069",{"situation":248,"recommended_template":249,"slug":250},"Early-stage raise where valuation is deferred","SAFE (Simple Agreement for Future Equity)","simple-agreement-for-future-equity-safe-D13395",{"situation":252,"recommended_template":253,"slug":254},"Investor acquiring a controlling stake as part of an acquisition","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",[256,259,262,265,268,271,274,277,280,283,286,289],{"term":257,"definition":258},"Subscription Price","The price per share the investor agrees to pay in exchange for the newly issued shares — typically expressed as a fixed dollar or pence amount.",{"term":260,"definition":261},"Allotment","The formal act by which a company's board resolves to create and issue new shares to a subscriber, completing the issuance side of the transaction.",{"term":263,"definition":264},"Pre-emption Rights","The existing shareholders' right to be offered new shares in proportion to their current holdings before those shares are offered to outside investors.",{"term":266,"definition":267},"Representations and Warranties","Factual statements made by each party at signing that the other party relies on — breach of these typically gives rise to an indemnity claim.",{"term":269,"definition":270},"Conditions Precedent","Specific events or approvals that must occur before the parties are obligated to complete the subscription — for example, board approval or regulatory clearance.",{"term":272,"definition":273},"Anti-Dilution Protection","A provision protecting an investor from percentage-ownership reduction in future down rounds, typically through weighted-average or full-ratchet adjustment mechanisms.",{"term":275,"definition":276},"Cap Table","A schedule listing every equity holder, their share class, quantity, and ownership percentage — updated after each new subscription to reflect dilution.",{"term":278,"definition":279},"Closing","The date on which the investor transfers the subscription price and the company allots and registers the shares in the investor's name.",{"term":281,"definition":282},"Private Placement","A securities issuance made directly to a limited number of accredited or institutional investors without a public offering, typically exempt from registration requirements.",{"term":284,"definition":285},"Drag-Along Right","A clause allowing majority shareholders to compel minority shareholders — including the new subscriber — to join in a sale of the company on the same terms.",{"term":287,"definition":288},"Accredited Investor","In the US, an individual or entity meeting SEC-defined income or net-worth thresholds, qualifying to participate in unregistered securities offerings.",{"term":290,"definition":291},"Shareholder Register","The official record of a company's shareholders, updated after each allotment to reflect the new subscriber's name, address, and share count.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and recitals","Identifies the company issuing shares and each subscribing investor by legal name, and sets out the background and purpose of the agreement.","This Agreement is entered into on [DATE] between [COMPANY LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Company'), and [INVESTOR FULL NAME / ENTITY NAME] ('Subscriber'). The Company wishes to issue and allot [NUMBER] [CLASS] Shares and the Subscriber wishes to subscribe for those shares on the terms set out herein.","Using a trading name instead of the company's registered legal name. A mismatch between the agreement and the share register can render the allotment defective and require court correction.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Subscription commitment and share details","States the exact number of shares being subscribed, the share class, the subscription price per share, and the aggregate subscription amount.","The Subscriber hereby irrevocably subscribes for [NUMBER] [CLASS] Shares at a price of $[PRICE] per share, for an aggregate subscription price of $[TOTAL AMOUNT] ('Subscription Price'), on the terms of this Agreement.","Leaving the share class undefined or inconsistent with the articles of association. Issuing shares of a class not yet authorized requires a prior articles amendment or the allotment is void.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Conditions precedent to closing","Lists the events or approvals — such as board resolution, regulatory clearance, or waiver of pre-emption rights — that must be satisfied before the parties are bound to complete.","Completion is conditional on: (a) the Board passing a resolution to allot the Shares; (b) each existing shareholder waiving or having been given requisite notice of pre-emption rights; and (c) [ANY REGULATORY APPROVAL] having been obtained no later than [LONGSTOP DATE].","No longstop date on conditions precedent. Without a deadline, either party can indefinitely postpone closing or hold the other in limbo while market conditions change.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Representations and warranties of the company","The company confirms that it is duly incorporated, has authority to issue the shares, the shares will be free of encumbrances, and the information provided to the investor is accurate.","The Company represents and warrants to the Subscriber that: (a) it is validly incorporated and in good standing; (b) the Shares, when allotted, will be fully paid and free from all encumbrances; (c) no material adverse change has occurred since [DATE] in the Company's financial position; and (d) the information memorandum dated [DATE] is accurate in all material respects.","Giving no time limit on the survival of representations. Warranties that survive indefinitely expose the company to claims years after closing; a 12–24 month survival period with a financial cap is standard practice.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Representations and warranties of the subscriber","The investor confirms they have authority to enter the agreement, the funds are their own, and — where required — they qualify as an accredited or sophisticated investor.","The Subscriber represents and warrants that: (a) it has full legal capacity to enter into this Agreement; (b) the subscription funds are from lawful sources; (c) it is an 'accredited investor' as defined in Rule 501 of Regulation D [OR EQUIVALENT]; and (d) it is acquiring the Shares for investment and not with a view to immediate resale.","Omitting the investor's accredited-investor status confirmation on US-based raises. Without it, the company cannot rely on Regulation D exemptions and may be conducting an unregistered public offering.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Completion and allotment mechanics","Sets out exactly what happens at closing: when the investor pays, when the board resolves to allot, and when the shares appear on the register.","Completion shall take place on [DATE] ('Completion Date'). At Completion: (a) the Subscriber shall transfer the Subscription Price to [BANK ACCOUNT DETAILS]; (b) the Board shall pass a resolution allotting the Shares to the Subscriber; and (c) the Company shall update the Shareholder Register and deliver a share certificate within [5] business days.","No simultaneous-exchange mechanism. If the investor pays before the board formally allots, the company holds funds without a completed issuance — creating a trust or restitution exposure if the deal falls through.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Use of proceeds","Describes how the company intends to deploy the subscription funds, giving the investor comfort that capital will be used for the stated business purpose.","The Company intends to apply the Subscription Price as follows: [X]% for [PRODUCT DEVELOPMENT / HIRING / WORKING CAPITAL / DEBT REPAYMENT], subject to adjustment by the Board in good faith to meet operational requirements.","Omitting a use-of-proceeds section entirely. Investors rely on it; its absence weakens the company's position if the investor later claims misrepresentation about how funds were deployed.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Anti-dilution and pre-emption rights","Defines whether the new subscriber receives protection against future down-round dilution and whether existing shareholders' pre-emption rights have been waived or are preserved.","If the Company issues shares at a price per share lower than the Subscription Price within [24] months of Completion, the Subscriber shall be entitled to an adjustment on a [WEIGHTED AVERAGE / FULL RATCHET] basis as set out in Schedule [X]. Pre-emption rights of existing shareholders in respect of this issuance are hereby waived by written consent dated [DATE].","Using a full-ratchet mechanism without the board understanding its dilutive effect. A full ratchet in a down round can effectively wipe out founders' percentage ownership; weighted-average is the market standard for most early-stage deals.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Restrictions on transfer","Limits the subscriber's ability to sell or transfer the new shares for a defined lock-up period and sets out the board approval or right-of-first-refusal process for any permitted transfers.","The Subscriber shall not transfer any Shares for a period of [12] months from Completion without the prior written consent of the Board. After the lock-up period, the Subscriber must offer the Shares first to existing shareholders on a pro-rata basis before transferring to any third party.","No lock-up period at all for early-stage investments. An investor who immediately flips shares to an unknown third party can destabilize the cap table and trigger tag-along rights across all other shareholders.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disagreements — over the allotment, warranties, or payment — will be resolved.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration under the [AAA / LCIA / ICC] Rules in [CITY], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing law that differs from the company's place of incorporation without considering mandatory local corporate law. Share allotments must comply with the Companies Act or equivalent in the jurisdiction of incorporation regardless of what the contract says.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Enter the parties' full legal names and details","Use the company's registered legal name exactly as it appears on its certificate of incorporation, and the investor's full legal name or registered entity name. Include registered addresses for both.","Cross-check the company name against the corporate registry before signing — a single word difference (e.g., 'Inc.' vs 'LLC') can require a court correction to fix a defective allotment.",{"step":350,"title":351,"description":352,"tip":353},2,"Define the share class, quantity, and subscription price","Specify the class of shares (ordinary, preferred, Series A), the exact number being subscribed, the price per share, and the aggregate subscription amount. Confirm the share class exists in the company's articles of association.","If the share class does not yet exist in the articles, amend the articles by shareholder resolution before executing this agreement — not after.",{"step":355,"title":356,"description":357,"tip":358},3,"Document pre-emption right waivers","Confirm whether existing shareholders hold pre-emption rights under the articles or a prior shareholders agreement. Obtain written waivers from each holder or follow the articles' notice procedure before closing.","Attach the waiver consents as a schedule to the agreement so there is no dispute about whether pre-emption was properly waived.",{"step":360,"title":361,"description":362,"tip":363},4,"Set the conditions precedent and longstop date","List every approval or event required before closing — board resolution, regulatory clearance, investor due diligence sign-off — and set a longstop date after which either party may walk away if conditions remain unsatisfied.","Keep the conditions list short and objective. Vague conditions like 'satisfactory due diligence' give one party too much discretion to avoid completing.",{"step":365,"title":366,"description":367,"tip":368},5,"Complete the representations and warranties schedules","Work through each company warranty and add a disclosure schedule listing any known exceptions — for example, existing litigation, IP disputes, or undisclosed liabilities. The investor's warranties should confirm accredited-investor status and fund source.","A thorough disclosure schedule protects the company from warranty breach claims — undisclosed items not in the schedule remain live liabilities after closing.",{"step":370,"title":371,"description":372,"tip":373},6,"Draft the use-of-proceeds table","Break the subscription amount into at least three spending categories (product, sales/marketing, operations, G&A) with a dollar amount and percentage for each. Attach as a schedule.","Investors will hold you to the use-of-proceeds table in subsequent board discussions — only commit to categories you can actually deliver on.",{"step":375,"title":376,"description":377,"tip":378},7,"Configure anti-dilution and transfer restrictions","Decide whether anti-dilution protection applies and, if so, whether weighted-average or full-ratchet mechanics are appropriate. Set the lock-up period and right-of-first-refusal process for transfers.","For seed and angel rounds, weighted-average anti-dilution with a 12-month lock-up is the market standard — full-ratchet is typically reserved for highly negotiated preferred rounds.",{"step":380,"title":381,"description":382,"tip":383},8,"Execute before funds are transferred and shares allotted","Both the company (by an authorized director) and each subscriber must sign the agreement before the subscription price is paid and before the board passes the allotment resolution.","Use a digital signing tool with a timestamp audit trail — this creates evidence of execution date that is critical if the closing mechanics are later disputed.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"No longstop date on conditions precedent","Without a deadline, either party can delay closing indefinitely while the other remains contractually bound, creating leverage for renegotiation as market conditions shift.","Set a specific longstop date — typically 30 to 60 days from signing — and include a mutual walk-away right if conditions remain unsatisfied by that date.",{"mistake":390,"why_it_matters":391,"fix":392},"Skipping pre-emption right waivers","Issuing new shares without following the pre-emption procedure required by the articles or an existing shareholders agreement can make the allotment voidable at the election of the bypassed shareholders.","Identify all holders of pre-emption rights before drafting, obtain written waivers, and attach them as a schedule to the agreement before execution.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting the investor's accredited-investor confirmation on US raises","Without documented accredited-investor status, the company cannot rely on Regulation D or equivalent private-placement exemptions and may be conducting an unregistered securities offering, exposing it to SEC enforcement and rescission rights.","Include a warranty from the subscriber confirming accredited-investor status under Rule 501 of Regulation D and require supporting documentation at closing.",{"mistake":398,"why_it_matters":399,"fix":400},"Indefinite survival of representations and warranties","Representations that survive without a time limit expose the company to claims years after closing, long after the factual basis for any warranty can be verified or insurance obtained.","Cap warranty survival at 12 to 24 months from closing and include a financial liability cap — typically the subscription price — for non-fraud claims.",{"mistake":402,"why_it_matters":403,"fix":404},"Using the wrong share class or one not yet authorized","Agreeing to issue preferred shares or a new class that does not exist in the articles renders the allotment void — the shares cannot legally be created until the articles are amended by shareholder resolution.","Confirm the target share class exists in the current articles before drafting, and amend the articles by special resolution before or simultaneously with execution if needed.",{"mistake":406,"why_it_matters":407,"fix":408},"No simultaneous-exchange mechanism at closing","If the investor pays the subscription price before the board formally resolves to allot, the company holds cash without a completed share issuance — creating a trust or unjust-enrichment exposure if the allotment later fails.","Structure closing as a simultaneous exchange: payment instruction and board allotment resolution are released at exactly the same time, typically through solicitors holding funds in escrow.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a share subscription agreement?","A share subscription agreement is a legally binding contract under which a company agrees to issue newly created shares to an investor and the investor agrees to pay the subscription price for those shares. Unlike a share purchase agreement — which transfers existing shares between two private parties — a subscription agreement always involves newly issued equity, increasing the company's total share count and diluting existing holders proportionally.\n",{"question":414,"answer":415},"When do you need a share subscription agreement?","You need one any time a company raises capital by issuing new equity to one or more investors, whether in a seed round, a bridge round, a Series A, or a private placement to a strategic partner. It is the binding document that records the price, quantity, representations, and conditions governing the issuance and is typically executed alongside or before a shareholders agreement when multiple investors are involved.\n",{"question":417,"answer":418},"What is the difference between a share subscription agreement and a share purchase agreement?","A share purchase agreement transfers existing shares from a selling shareholder to a buyer — no new shares are created and the company's total share count stays the same. A share subscription agreement creates and issues new shares directly from the company to the investor, increasing total shares outstanding and diluting existing holders. The two documents serve fundamentally different transactions and are not interchangeable.\n",{"question":420,"answer":421},"Do existing shareholders need to approve a new share subscription?","In most jurisdictions, the company's articles of association grant existing shareholders pre-emption rights — the right to subscribe for new shares in proportion to their current holdings before new investors are offered them. These rights must either be waived by written consent of each holder or disapplied by a shareholder resolution before new shares can be issued to an outside investor. Skipping this step can make the allotment voidable.\n",{"question":423,"answer":424},"What representations and warranties should the company give in a subscription agreement?","Standard company warranties cover: valid incorporation and good standing, authority to issue the shares, absence of material litigation or undisclosed liabilities, accuracy of the financial information provided to the investor, title to key assets and IP, and confirmation that the shares will be fully paid and free from encumbrances upon allotment. Each warranty should be qualified by a disclosure schedule listing known exceptions.\n",{"question":426,"answer":427},"What anti-dilution protection is standard in a share subscription agreement?","Weighted-average anti-dilution is the market standard for most seed and Series A rounds — it adjusts the effective price of the investor's shares if the company later issues equity at a lower price, but the adjustment is moderated by the size of the down-round issuance. Full-ratchet anti-dilution resets the investor's price to the lower round price regardless of size and is significantly more dilutive to founders; it appears mainly in heavily negotiated preferred-stock rounds.\n",{"question":429,"answer":430},"Does a share subscription agreement need to be notarized?","Notarization is not required in the US, Canada, or the UK for a standard share subscription agreement to be legally binding. However, some civil-law jurisdictions in continental Europe — including France, Germany, and Spain — require notarial authentication for share issuances or amendments to the company's constitutional documents that accompany the subscription. Always check the requirement in the company's jurisdiction of incorporation.\n",{"question":432,"answer":433},"What happens if the conditions precedent are not satisfied?","If a condition precedent is not satisfied by the longstop date, the agreement typically terminates automatically and neither party is obligated to complete. The investor's deposit or signed subscription documents are returned and no shares are issued. If no longstop date is specified, both parties remain in contractual limbo — which is why setting a clear deadline and walk-away mechanism is critical.\n",{"question":435,"answer":436},"Do I need a lawyer to draft a share subscription agreement?","For straightforward domestic seed rounds with a single investor and a simple share structure, a high-quality template reviewed by a lawyer is typically sufficient. Engage a corporate lawyer for any raise involving preferred shares with liquidation preferences, multi-investor rounds, cross-border investors, regulatory restrictions on foreign ownership, or subscription prices above $500K where warranty breach exposure is material. A 2–4 hour template review typically costs $500–$1,200 and is worthwhile for any institutional investor.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Preferred share classes with liquidation preferences and weighted-average anti-dilution are standard; IP assignment confirmations often form part of the company warranty schedule.",{"industry":443,"icon_asset_id":444,"specifics":445},"Fintech and Financial Services","industry-fintech","Regulatory pre-approval from the FCA, SEC, or equivalent is frequently a condition precedent; investor accredited-status and AML source-of-funds documentation are required at closing.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare and Life Sciences","industry-healthtech","FDA regulatory pathway status and clinical trial milestones are often represented as warranties; milestone-based tranched subscription structures are common to align funding with trial outcomes.",{"industry":451,"icon_asset_id":452,"specifics":453},"Real Estate and Property Development","industry-real-estate","Shares often represent interests in a special-purpose vehicle holding a single asset; planning permission or title search completion typically form conditions precedent to closing.",[455,458,461,464],{"vs":253,"vs_template_id":456,"summary":457},"share-purchase-agreement-D329","A share purchase agreement transfers existing shares from a selling shareholder to a buyer — the company's total share count does not change. A subscription agreement creates new shares issued directly by the company to the investor, diluting existing holders. Use a share purchase agreement for secondary sales between shareholders; use a subscription agreement when the company itself is raising new capital.",{"vs":104,"vs_template_id":459,"summary":460},"shareholders-agreement-D332","A shareholders agreement governs the ongoing relationship between all shareholders — voting rights, dividend policy, tag-along and drag-along rights, and deadlock resolution. A subscription agreement is a one-time transaction document covering a single share issuance. In practice, a new investor will typically execute both: a subscription agreement to buy in and a shareholders agreement to define their ongoing rights alongside existing shareholders.",{"vs":249,"vs_template_id":462,"summary":463},"","A SAFE is a deferred-equity instrument where the investor provides capital today in exchange for the right to receive shares at a future priced round, typically at a discount or with a valuation cap. A subscription agreement issues shares immediately at a defined price. Use a SAFE when a startup is not ready to set a valuation; use a subscription agreement when both parties have agreed on a price and are ready to close.",{"vs":237,"vs_template_id":462,"summary":465},"A convertible note is a loan that converts into equity at a future round, accruing interest until conversion. A subscription agreement issues shares immediately in exchange for payment — there is no debt instrument and no interest accrual. Convertible notes are preferred when founders want to defer valuation; subscription agreements are used once price is agreed and the company is ready to issue equity outright.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Domestic seed-stage raises under $250K with a single investor subscribing to ordinary shares","Free","1–2 hours to complete",{"best_for":472,"cost":473,"time":474},"Raises of $250K–$1M, preferred share classes, multiple subscribers, or investors in a different jurisdiction","$500–$1,200 for a corporate lawyer review","2–5 days",{"best_for":476,"cost":477,"time":478},"Series A and above, institutional investors, cross-border raises, complex preferred terms, or regulatory pre-approval required","$3,000–$15,000+","2–6 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","New share issuances to private investors typically rely on Regulation D (Rule 506(b) or 506(c)) for exemption from SEC registration. The subscriber's accredited-investor status must be confirmed and documented. State Blue Sky laws may impose additional filing or qualification requirements. Delaware corporations must ensure the board has sufficient authorized but unissued shares before any allotment.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Private placements are governed by National Instrument 45-106, with accredited-investor exemptions mirroring US practice in most provinces. Quebec subscribers may require French-language documentation under the Charter of the French Language. Federal and provincial Business Corporations Acts require a board resolution for each allotment, and the shareholder register must be updated within a defined period after closing.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","The Companies Act 2006 governs share allotments in England, Wales, and Scotland. Directors must have authority to allot shares under the articles or a shareholder resolution, and pre-emption rights under Section 561 must be dis-applied by special resolution or waived in writing by all holders. HMRC's SEIS and EIS relief schemes impose additional conditions on qualifying share subscriptions, including share class and holding period requirements.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","Requirements vary significantly by member state. France and Germany require notarial involvement for share issuances in SARLs/GmbHs, adding cost and lead time. The EU Prospectus Regulation exempts most private placements to fewer than 150 investors per member state from prospectus requirements. GDPR obligations apply to personal data collected from individual subscribers as part of KYC and accreditation processes.",[254,234,246,501,502,503,504,505,506,507,508,238],"employee-stock-option-agreement-D12613","non-disclosure-agreement-nda-D12692","term-sheet-D473","investment-proposal-D13992","board-resolution-D78","minutes-for-a-formal-meeting-D13","checklist-customer-due-diligence-D13916","business-report-D12762",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":114,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":520},"equity-and-mergers","agreement","general","startup",[516,517,514,518,519],"equity","fundraising","share-subscription","investor-agreement",0.92,"\u003Ch2>What is an Agreement for the Subscription of Shares?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement for the Subscription of Shares\u003C/strong> is a legally binding contract between a company and one or more investors under which the company creates and issues new shares directly to the investor in exchange for payment of an agreed subscription price. Unlike a share purchase agreement — which transfers existing shares between private parties — a subscription agreement always results in new equity being created, increasing the company's total shares outstanding and diluting existing shareholders proportionally. The agreement records every material term of that issuance: the share class, quantity, price per share, representations each party makes to the other, the conditions that must be satisfied before closing, and the mechanics of how payment and allotment occur simultaneously.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Raising capital without a signed share subscription agreement exposes both the company and the investor to serious legal and financial risk. Without it, there is no binding record of the price agreed, the conditions attached to the investment, or the representations the company made about its financial position — leaving both parties reliant on email chains and verbal understandings that courts treat as incomplete contracts. For the company, an undocumented issuance can invalidate the allotment if pre-emption rights were not properly waived, create unauthorized share issuance liability, or trigger securities law violations for failure to rely on a recognized exemption. For the investor, no written agreement means no enforceable warranty claims if the company's representations turn out to be false. A properly executed subscription agreement, signed before any funds change hands, closes all of these gaps — and this template gives you the structure to do it efficiently, whether you are closing a $50,000 angel round or a $2 million seed raise.\u003C/p>\n",1778773565382]