[{"data":1,"prerenderedAt":477},["ShallowReactive",2],{"document-subscription-form-and-power-of-attorney-D1040":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":184,"customdescription":6,"mdFm":185,"mdProseHtml":476},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"SUBSCRIPTION FORM AND POWER OF ATTORNEY This Subscription Form and Power of Attorney (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"General Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] BETWEEN: [COMPANY NAME] (the \"Subscriber\"), an individual with his main address located at: [COMPLETE ADDRESS] Reference is made to that certain Option to Subscribe dated [DATE] between the undersigned optioned and the Limited Partnership (the \"Option\"). All capitalized terms not otherwise defined herein shall have the meanings assigned to them by the Option. SUBSCRIPTION Pursuant to the terms and conditions set out in the Option the undersigned (hereinafter the \"Subscriber\") hereby irrevocably subscribes for and agrees to purchase: ( ) the Initial Optioned Units; OR ( ) the Excess Optioned Units; OR ( ) the Optioned Units; at the Option Price. Subject to the terms hereof and to the terms of the Option and the Limited Partnership Agreement, this subscription is irrevocable and will become effective upon its acceptance by the General Partner and the mailing of the acceptance in the form set out below to the Subscriber. REPRESENTATIONS. WARRANTIES AND COVENANTS The Subscriber represents, warrants and gives the following covenants to the Limited Partnership and the General Partner: this Subscription Form and Power of Attorney has been duly and validly authorized, executed and delivered by and constitutes the legal valid, binding and enforceable agreement of the Subscriber; the Subscriber is acquiring the Units subscribed for hereby as principal for its own account and not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any part of such Units; in the case of a purchase by the Subscriber as agent for a disclosed principal, each beneficial purchaser of such Units for whom the Subscriber is acting is purchasing as a principal for its own account, and not for the benefit of any other person, a sufficient number of Units so that each such purchaser has an aggregate acquisition cost of not less than [COUNTRY] [AMOUNT] for such Units and the Subscriber is an agent with due and proper authority to execute and deliver this Subscription Form and Power of Attorney and to execute and deliver all other documentation in connection with the purchase on behalf of each such purchaser; in the case of a purchase by the Subscriber as a trustee or trustees (other than as a trustee or trustees of a named trust purchasing in the capacity of trustee or trustees of such trust for the benefit of such trust) or as agent for a principal which is undisclosed or identified by account number only, the Subscriber or each beneficial purchaser of such Units for whom the Subscriber is acting is: trust company registered under the [YOUR COUNTRY] Loan and Trust Corporations [ACT/LAW/RULE], [YEAR] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]) and is purchasing such Units as trustee or as agent for accounts fully managed by it; trust company registered under the [YOUR COUNTRY] Trust Companies [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]) and is purchasing such Units for the portfolios of third persons managed solely by it; trust company registered under the [YOUR COUNTRY] Trust Company [ACT/LAW/RULE] ([STATE/PROVINCE]); trust company that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]); trust corporation licensed pursuant to [YOUR COUNTRY] Trust and Loan Corporations [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to The [YOUR COUNTRY] Securities Act, [YEAR] ([STATE/PROVINCE]) and is purchasing such Units as trustee or as agent for accounts fully managed by it; trust company registered under [NUMBER] of the [YOUR COUNTRY] Corporations [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]); or trust company which has a certificate under the [YOUR COUNTRY] Trust Companies [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]). the Subscriber is not a Non [COUNTRY] within the meaning of the Investment [COUNTRY] Act [ ]; or the Subscriber is a Non-[COUNTRY] within the meaning of the Investment [COUNTRY] Act [..]. Failing an affirmation by the Subscriber as to its status under either subparagraph (e) (hereof, the Subscriber shall be deemed not to be a Non-[COUNTRY] within the meaning of the Investment [COUNTRY] Act. the Subscriber is familiar with the aims and objectives of the Limited Partnership, has been informed of the nature of the affairs of the Limited Partnership and the proposed use of the proceeds received by the Limited Partnership from the sale of Units in the Fund and is aware of the risks and other characteristics of the Units and of the fact that the Subscriber may not be able to resell the Units subscribed for hereby except in accordance with the applicable securities legislation and the Limited Partnership Agreement; if a corporation, partnership, unincorporated association or other legal entity, the Subscriber is legally competent and has the power and authority to execute this Subscription Form and Power of Attorney and to enter into and be bound by the Limited Partnership Agreement and all other agreements contemplated hereby and thereby and to take all actions required pursuant hereto and thereto and all necessary approvals by its directors, shareholders, partners, members or otherwise, have been given in connection therewith; if the Subscriber is not an individual (including, without limitation, a corporation, syndicate, partnership, trust, association or other form of unincorporated organization), the undersigned was not created or established solely to acquire securities, or to permit purchases of securities without a prospectus, in reliance on exemptions from the prospectus requirements of applicable securities legislation; the representations, warranties and covenants contained in Schedule [SPECIFY] as they relate to the Subscriber are true. the Subscriber will provide the Fund with such information and documents, including certificates and statutory declarations, as the General Partner may reasonably require from time to time to establish any of the foregoing; RELIANCE UPON REPRESENTATIONS, WARRANTIES AND COVENANTS The foregoing representations, warranties and covenants are made by the Subscriber with the intent that they be relied upon in determining its suitability as a purchaser of Units. The Subscriber undertakes to notify the General Partner immediately at the address of the Fund first set forth above of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the closing of the purchase of the Units subscribed for hereby. ACKNOWLEDGEMENT The Subscriber acknowledges that recognition, under the [YOUR COUNTRY LAW] of a jurisdiction to which an investor is subject, of the limited liability status of such investor as a Limited Partner if it becomes a Limited Partner of the Fund is a consideration with respect to which no representation is being made and regarding which investors should consult their own legal counsel and satisfy themselves. CERTIFICATES Certificates evidencing ownership of Units in the Fund registered in the name of the Subscriber (the Unit Certificates\") will be issued upon Closing. 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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. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":94,"description":6},"shareholders agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":99,"url":100},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":118,"url":119},"STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), 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: [PURCHASER NAME] (the \"Purchaser\"), 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] RECITALS WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of the Company, a [STATE/PROVINCE] company, which Company has issued capital stock of [NUMBER] shares of [AMOUNT] par value common stock; and WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Stock aforementioned, it is hereby agreed as follows: PURCHASE AND SALE Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Company's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (\"Closing\"), shall be held at [ADDRESS], on [DATE], at [TIME], or such other place, date and time as the parties hereto may otherwise agree. AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit \"A\" attached hereto and made a part hereof. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby warrants and represents: Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of the [State/Province] of [STATE/PROVINCE] and has the corporate power and authority to carry on its business as it is now being conducted. Restrictions on Stock:","Stock Purchase Agreement","4",42,"https://templates.business-in-a-box.com/imgs/1000px/stock-purchase-agreement-D349.png","https://templates.business-in-a-box.com/imgs/250px/349.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#349.xml",{"title":6,"description":6},[112,115],{"label":113,"url":114},"Finance & Accounting","finance-accounting",{"label":116,"url":117},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":89,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":128,"url":134},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","3","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":128,"description":6},"investment agreement",[130,131],{"label":113,"url":114},{"label":132,"url":133},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":136,"descriptionCustom":6,"label":137,"pages":123,"size":106,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":147,"url":148},"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","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},[143,144],{"label":113,"url":114},{"label":145,"url":146},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",{"description":150,"descriptionCustom":6,"label":151,"pages":123,"size":89,"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","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":17,"url":97},{"label":160,"url":161},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":182,"url":183},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution","1",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[173,176,179],{"label":174,"url":175},"Business Plan Kit","business-plan-kit",{"label":177,"url":178},"Board of Directors","board-of-directors",{"label":180,"url":181},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",false,{"seo":186,"reviewer":198,"legal_disclaimer":184,"quick_facts":202,"at_a_glance":204,"personas":208,"variants":233,"glossary":257,"fields":288,"how_to_fill":329,"common_mistakes":365,"faqs":382,"industries":407,"comparisons":424,"diy_vs_pro":438,"related_template_ids_curated":451,"schema":462,"classification":464},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190},"Subscription Form and Power of Attorney Template (Free Word)","Free subscription form and power of attorney template for authorizing share subscriptions and appointing agents. Used in 190+ countries. Free Word and PDF download.","subscription form and power of attorney template",[191,192,193,194,195,196,197],"subscription form template","power of attorney subscription form","share subscription form","investment subscription form template","subscription agreement power of attorney","free subscription form template word","subscription form download",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":203,"legal_review_recommended":184,"signature_required":184},"easy",{"what_it_is":205,"when_you_need_it":206,"whats_inside":207},"A Subscription Form and Power of Attorney is a combined document that records an individual's or entity's formal application to subscribe for shares, units, or other securities, and simultaneously grants a named agent the authority to act on the subscriber's behalf in completing and executing the subscription. This free Word download lets you fill in subscriber details, share quantities, and agent authorization fields, then export as PDF in minutes.\n","Use it when issuing new shares or fund units to investors who need an authorized representative to sign closing documents on their behalf, or when a subscription process requires a single agent to execute instruments across multiple investors simultaneously.\n","Subscriber identification, share class and quantity, subscription price, payment instructions, power of attorney grant naming the authorized agent, scope and duration of the agent's authority, and declaration and acknowledgment fields for both parties.\n",[209,213,217,221,225,229],{"title":210,"use_case":211,"icon_asset_id":212},"Startup founders","Issuing seed or Series A shares to investors who appoint a lead agent to sign on their behalf","persona-startup-founder",{"title":214,"use_case":215,"icon_asset_id":216},"Corporate secretaries","Processing multiple investor subscriptions for a new share issuance round","persona-corporate-secretary",{"title":218,"use_case":219,"icon_asset_id":220},"Fund administrators","Collecting subscriber authorizations before a fund closing date","persona-fund-administrator",{"title":222,"use_case":223,"icon_asset_id":224},"Private equity associates","Documenting LP commitments with delegated signing authority for the GP","persona-private-equity",{"title":226,"use_case":227,"icon_asset_id":228},"Small business owners","Formalizing investor onboarding for a new share class without a full legal team","persona-small-business-owner",{"title":230,"use_case":231,"icon_asset_id":232},"Legal and compliance officers","Maintaining an auditable record of subscriber authorizations and agent appointments","persona-legal-compliance",[234,237,240,244,247,250,254],{"situation":235,"recommended_template":7,"slug":236},"Subscribing for shares in a private company round","subscription-form-and-power-of-attorney-D1040",{"situation":238,"recommended_template":239,"slug":236},"Subscribing for units in a private investment fund","Fund Unit Subscription Form",{"situation":241,"recommended_template":242,"slug":243},"Full contractual subscription terms without a POA component","Share Subscription Agreement","share-subscription-agreement-private-long-form-D343",{"situation":245,"recommended_template":38,"slug":246},"Granting broad ongoing business authority to an agent","general-power-of-attorney-D1037",{"situation":248,"recommended_template":42,"slug":249},"Authorizing a specific one-time transaction only","limited-power-of-attorney-D1038",{"situation":251,"recommended_template":252,"slug":253},"Recording shareholder details and allotments post-subscription","Stock Ledger","general-ledger-D12609",{"situation":255,"recommended_template":256,"slug":243},"Issuing shares to founders at incorporation","Founders Share Subscription Agreement",[258,261,264,267,270,273,276,279,282,285],{"term":259,"definition":260},"Subscriber","The individual or entity applying to purchase shares, units, or other securities from the issuing company.",{"term":262,"definition":263},"Power of Attorney (POA)","A written authorization granting one person or entity the legal authority to act on behalf of another in specified matters.",{"term":265,"definition":266},"Attorney-in-Fact","The person named in a power of attorney who is authorized to act on the subscriber's behalf — also called the agent.",{"term":268,"definition":269},"Share Class","A category of shares with defined rights such as voting, dividend preference, or liquidation priority — for example, Class A common or Series A preferred.",{"term":271,"definition":272},"Subscription Price","The price per share or unit that the subscriber agrees to pay at the time of subscription.",{"term":274,"definition":275},"Allotment","The formal act by which a company issues and assigns a specific number of shares to an accepted subscriber.",{"term":277,"definition":278},"Consideration","The total amount of money or other value the subscriber agrees to provide in exchange for the shares or units.",{"term":280,"definition":281},"Revocation","The formal cancellation of a power of attorney, ending the agent's authority to act on the subscriber's behalf.",{"term":283,"definition":284},"KYC (Know Your Customer)","A regulatory due-diligence process requiring the issuer to verify the identity of each subscriber before accepting the subscription.",{"term":286,"definition":287},"Closing Date","The date on which share allotments are finalized, payment is received, and the subscription process is formally completed.",[289,294,299,304,309,314,319,324],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Subscriber identification","Full legal name, registered address, and contact details of the individual or entity subscribing for shares.","Subscriber Name: [FULL LEGAL NAME] | Address: [REGISTERED ADDRESS] | Email: [EMAIL ADDRESS] | Phone: [PHONE NUMBER]","Using a trading name instead of the full registered legal name, which can invalidate the allotment and cause KYC failures during compliance review.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Share class and quantity","The specific class of shares being subscribed for and the exact number of shares requested.","Share Class: [CLASS A COMMON / SERIES A PREFERRED] | Number of Shares: [NUMBER OF SHARES]","Leaving the share class field blank or writing only 'ordinary shares' when the company has multiple classes — this creates ambiguity at allotment.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Subscription price and total consideration","The agreed price per share and the total amount the subscriber will pay, calculated as price per share multiplied by number of shares.","Price per Share: $[PRICE PER SHARE] | Total Consideration: $[TOTAL AMOUNT] payable by [PAYMENT METHOD] on or before [CLOSING DATE]","Omitting the payment method or deadline, leaving the issuer with no enforceable timeline to collect funds.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Payment instructions","Bank account details, wire transfer reference, or other payment method the subscriber must use to remit the subscription amount.","Payment to: [COMPANY LEGAL NAME] | Bank: [BANK NAME] | Account: [ACCOUNT NUMBER] | Reference: [SUBSCRIBER NAME / INVOICE NUMBER]","Including payment details only in a cover email rather than on the form itself, so subscribers who print the form have no way to complete payment.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Power of attorney grant","The clause naming the authorized agent and granting them authority to sign, execute, and deliver subscription documents on the subscriber's behalf.","I, [SUBSCRIBER FULL NAME], hereby appoint [AGENT FULL NAME] of [AGENT ADDRESS] as my attorney-in-fact to execute and deliver any and all documents required to complete this subscription on my behalf.","Naming an agent by role title instead of full legal name, which makes the authorization ambiguous and potentially unacceptable to third-party registrars.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Scope and duration of authority","Defines exactly what actions the agent is authorized to take and whether the authority expires on a specific date or upon completion of the subscription.","This authority is limited to actions required to complete the subscription described herein and shall expire on [EXPIRY DATE] or upon allotment of the shares, whichever is earlier.","Drafting scope language so broadly that the agent could theoretically bind the subscriber to unrelated transactions — courts may void the whole POA on unreasonable breadth grounds.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Subscriber representations and warranties","Statements by the subscriber confirming they have the legal capacity to subscribe, are not prohibited from doing so, and have reviewed the offering documents.","The Subscriber represents and warrants that: (a) they have full legal capacity to enter into this subscription; (b) the subscription does not violate any applicable law or agreement; (c) they have received and reviewed the [OFFERING MEMORANDUM / INFORMATION CIRCULAR].","Omitting the acknowledgment that the subscriber has reviewed the offering documents, which eliminates a key defense against misrepresentation claims.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Declaration and signature block","The subscriber's dated declaration confirming the information provided is accurate and their agreement to be bound by the subscription terms.","Declared by: [SUBSCRIBER FULL NAME] | Date: [DATE] | Signature: _______________ | Witness Name: [WITNESS FULL NAME] | Witness Signature: _______________","Skipping the witness field where local practice requires one, which can make the subscription form unacceptable to the company's share registrar.",[330,335,340,345,350,355,360],{"step":331,"title":332,"description":333,"tip":334},1,"Enter the subscriber's full legal details","Fill in the subscriber's registered legal name, address, email, and phone number. For corporate subscribers, use the entity's exact registered name and include the registration number.","Collect a copy of government-issued ID or corporate registration certificate before sending the form — this satisfies KYC requirements before allotment.",{"step":336,"title":337,"description":338,"tip":339},2,"Specify the share class and quantity","Enter the exact share class as it appears in the company's articles of incorporation and the precise number of shares the subscriber is applying for.","Cross-reference the company's cap table before issuing the form to confirm available shares in each class.",{"step":341,"title":342,"description":343,"tip":344},3,"Calculate and enter the total consideration","Multiply the price per share by the number of shares and enter the total in the consideration field. State the currency explicitly.","For multi-currency subscriptions, fix the exchange rate on the form date and note the source rate — this prevents disputes at closing.",{"step":346,"title":347,"description":348,"tip":349},4,"Add complete payment instructions","Include the company's full bank details, the required payment reference, and the payment deadline. Confirm the account name matches the issuing entity's legal name exactly.","Use a unique reference code per subscriber so incoming payments can be matched automatically without manual reconciliation.",{"step":351,"title":352,"description":353,"tip":354},5,"Name the attorney-in-fact with full legal details","Enter the agent's full legal name, address, and the exact scope of authority being granted. Avoid role titles — use the person's name.","If the agent is a law firm or corporate trustee, include the entity's full registered name and the name of the individual signing officer.",{"step":356,"title":357,"description":358,"tip":359},6,"Define the scope and expiry of the POA","State precisely which actions the agent may take and set an expiry date or triggering event — typically the closing date of the subscription round.","A sunset date tied to the closing date (e.g., 'expires 30 days after the closing date') prevents the authority from running indefinitely after the deal is done.",{"step":361,"title":362,"description":363,"tip":364},7,"Complete the declaration and signature block","Have the subscriber sign and date the form. Add a witness signature if required by local practice or the registrar's requirements.","For electronic execution, use a timestamped eSign platform and retain the audit trail alongside the completed form.",[366,370,374,378],{"mistake":367,"why_it_matters":368,"fix":369},"Using a trading name instead of the registered legal name","Allotments registered under a trading name may be rejected by the share registrar, delaying closing and triggering KYC re-work.","Confirm the exact registered legal name from the subscriber's certificate of incorporation or government ID before completing the form.",{"mistake":371,"why_it_matters":372,"fix":373},"Omitting an expiry date on the power of attorney","An open-ended POA gives the agent continuing authority after the subscription closes, exposing the subscriber to unauthorized actions.","Always set a specific expiry date or a triggering event — such as the allotment of shares — that automatically terminates the authority.",{"mistake":375,"why_it_matters":376,"fix":377},"Leaving payment terms vague","Without a specific payment method and deadline, the issuer has no enforceable basis to demand funds by closing and may miss regulatory payment windows.","State the exact payment method, full bank details, unique payment reference, and a calendar deadline on the face of the form.",{"mistake":379,"why_it_matters":380,"fix":381},"Skipping the subscriber representations section","Without representations confirming the subscriber's legal capacity and review of offering documents, the issuer loses a key defense against claims of misrepresentation.","Include a standard representations block and require the subscriber to initial it separately to confirm they read and understood each statement.",[383,386,389,392,395,398,401,404],{"question":384,"answer":385},"What is a subscription form and power of attorney?","A subscription form and power of attorney is a combined document that records a subscriber's application to purchase shares or securities and simultaneously authorizes a named agent to sign and execute closing documents on the subscriber's behalf. It is commonly used in private placement rounds and fund closings where multiple investors subscribe and a single agent coordinates execution across all subscribers.\n",{"question":387,"answer":388},"When do I need a power of attorney in a subscription form?","You need a POA component when the subscriber cannot personally sign every document required to complete the subscription — for example, when an investor is in a different country during a rapid closing process, or when a lead investor or GP is authorized to execute on behalf of all participants in a syndicate. The POA eliminates delays caused by chasing individual signatures across time zones.\n",{"question":390,"answer":391},"Who can act as attorney-in-fact on a subscription form?","Any legally competent individual or entity with no conflict of interest can be named as attorney-in-fact, including a lawyer, fund administrator, corporate trustee, or lead investor. The agent must be identified by full legal name and address on the form. In practice, issuers most commonly appoint their legal counsel or a fund GP as the authorized agent.\n",{"question":393,"answer":394},"Does this form replace a full share subscription agreement?","No. A subscription form and power of attorney is a streamlined execution document typically issued alongside a full subscription agreement or offering memorandum that sets out all commercial terms. The form captures the subscriber's application and agent authorization; the underlying agreement governs representations, warranties, conditions, and investor protections in detail.\n",{"question":396,"answer":397},"How long should the power of attorney remain valid?","Best practice is to tie the POA's expiry to the closing date of the subscription round or to the allotment of shares — whichever comes first. An open-ended authority that runs beyond closing exposes the subscriber to risk of unauthorized actions. A 30-day post-closing window is the maximum duration most practitioners recommend.\n",{"question":399,"answer":400},"Can a corporate entity sign as subscriber?","Yes. A corporation, partnership, or trust can subscribe for shares, but the form must use the entity's full registered legal name and the signatory must be an authorized officer or director. For corporate subscribers, it is good practice to attach a board resolution or incumbency certificate confirming the signatory's authority.\n",{"question":402,"answer":403},"Is this document legally binding without notarization?","In most jurisdictions, a subscription form and limited power of attorney for a private share subscription does not require notarization to be effective. However, some registrars and jurisdictions — particularly for cross-border transactions — may require notarization or apostille certification of the POA component. Review the specific requirements of the applicable share registrar before execution.\n",{"question":405,"answer":406},"What happens if a subscriber revokes the power of attorney after signing?","Revocation is generally effective from the date the issuer receives written notice. If the agent has already executed documents before revocation is received, those actions are typically binding. Include a clause requiring the subscriber to provide written revocation notice directly to the issuer, not just to the agent, so the issuer can halt further agent actions promptly.\n",[408,412,416,420],{"industry":409,"icon_asset_id":410,"specifics":411},"Private Equity and Venture Capital","industry-private-equity","Used at each funding round close to collect LP or investor authorizations and appoint the GP or lead counsel to execute subscription documents across all participants simultaneously.",{"industry":413,"icon_asset_id":414,"specifics":415},"Financial Services and Asset Management","industry-fintech","Fund administrators use this form to process unit subscriptions at each fund closing, with the POA enabling the administrator to sign transfer forms and registry filings on investors' behalf.",{"industry":417,"icon_asset_id":418,"specifics":419},"Real Estate","industry-real-estate","Property syndicates and REITs use subscription forms with POA to onboard multiple investors quickly, authorizing the syndicator to execute title and settlement documents at closing.",{"industry":421,"icon_asset_id":422,"specifics":423},"Professional Services","industry-professional-services","Law firms and accounting practices structuring partner or shareholder buy-ins use this form to document the subscription and delegate execution authority to a named managing partner.",[425,428,431,434],{"vs":242,"vs_template_id":426,"summary":427},"share-subscription-agreement-D12762","A share subscription agreement is a full contract setting out all commercial terms — representations, warranties, conditions precedent, and covenants — between the subscriber and the company. A subscription form and power of attorney is a shorter execution document used alongside the agreement to record the subscriber's application and authorize an agent to sign at closing. Both are typically used together in a formal share issuance.",{"vs":38,"vs_template_id":429,"summary":430},"power-of-attorney-D13503","A general power of attorney grants broad, ongoing authority to an agent across a wide range of personal or business matters. The POA component of a subscription form is narrow and transaction-specific, expiring at closing. Use a general POA only when broad continuing authority is genuinely needed; using it for a single subscription grants far more authority than the situation requires.",{"vs":104,"vs_template_id":432,"summary":433},"D{STOCK_PURCHASE_AGREEMENT_ID}","A stock purchase agreement governs the secondary sale of existing shares between a seller and a buyer, including representations about the shares' title and condition. A subscription form records the primary issuance of new shares directly from the company to an investor. The parties, mechanics, and legal considerations are materially different.",{"vs":435,"vs_template_id":436,"summary":437},"Investment Commitment Letter","D{INVESTMENT_COMMITMENT_LETTER_ID}","A commitment letter is an informal or semi-formal document expressing an investor's intent to subscribe, often issued before definitive documents are ready. A subscription form and power of attorney is the binding execution document that formalizes and completes the commitment. The commitment letter precedes the form; the form closes the transaction.",{"use_template":439,"template_plus_review":443,"custom_drafted":447},{"best_for":440,"cost":441,"time":442},"Small share issuances, startup funding rounds under $250K, or internal partner subscriptions","Free","10–15 minutes per subscriber",{"best_for":444,"cost":445,"time":446},"Rounds involving multiple share classes, international subscribers, or regulated fund closings","$200–$500 for a one-time legal review","1–2 days",{"best_for":448,"cost":449,"time":450},"Series A or later rounds, regulated financial products, or cross-border issuances requiring jurisdiction-specific POA formalities","$1,000–$3,000+","1–2 weeks",[243,246,452,453,454,455,456,457,458,459,460,461],"shareholders-agreement-D1016","stock-purchase-agreement-D349","investment-agreement-D12831","term-sheet-D473","non-disclosure-agreement-nda-D12692","board-resolution-D78","corporate-governance-policy-D13943","cap-table-D13151","update-on-a-few-things-we-re-doing-D1451","checklist-customer-due-diligence-D13916",{"emit_how_to":463,"emit_defined_term":463},true,{"primary_folder":97,"secondary_folder":465,"document_type":466,"industry":467,"business_stage":468,"tags":469,"confidence":475},"equity-and-mergers","form","general","all-stages",[470,471,472,473,474],"equity","subscription-form","power-of-attorney","securities","authorization",0.85,"\u003Ch2>What is a Subscription Form and Power of Attorney?\u003C/h2>\n\u003Cp>A \u003Cstrong>Subscription Form and Power of Attorney\u003C/strong> is a combined document that records an investor's formal application to purchase shares, fund units, or other securities, and simultaneously authorizes a named agent to execute closing documents on the subscriber's behalf. It merges two functions into one instrument: the subscription form captures the subscriber's identity, share class, quantity, and payment commitment, while the power of attorney component grants a specific, time-limited authority to an attorney-in-fact to sign and deliver any instruments needed to complete the transaction. This free Word download covers all standard fields and can be edited online and exported as PDF in under 15 minutes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed subscription form, a company has no written record of an investor's application — making allotment, registry filings, and KYC compliance difficult to defend in an audit or dispute. Without the power of attorney component, closing a round that involves multiple investors across different locations requires every subscriber to personally sign every document, creating delays that can push closing dates and frustrate the entire process. A combined form eliminates both problems: it creates an auditable record of each investor's commitment and grants a designated agent — typically legal counsel or a fund administrator — the authority to execute on the subscriber's behalf, so the round closes on schedule regardless of where investors are located.\u003C/p>\n",1781185911058]