Preference Share Subscription Agreement for Australia

Preference Share Subscription Agreement Template for Australia

This document is an Australian law-governed agreement that sets out the terms and conditions under which an investor subscribes for preference shares in a company. It details the rights and obligations of both the issuing company and the subscriber(s), including the number and class of preference shares being issued, the subscription price, dividend rights, voting rights, and redemption terms. The agreement includes various conditions precedent, completion mechanics, and warranties from both parties, ensuring compliance with Australian corporate law, particularly the Corporations Act 2001 (Cth) and relevant ASIC regulations.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Preference Share Subscription Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Preference Share Subscription Agreement?

A Preference Share Subscription Agreement is a crucial document used when a company wishes to raise capital by issuing preference shares to investors. This agreement, governed by Australian law, is commonly used in private equity investments, venture capital funding rounds, and corporate restructuring scenarios. The document comprehensively outlines the terms of the investment, including the rights attached to the preference shares (such as preferential dividends, liquidation preferences, and conversion rights), the subscription process, and various protections for both the issuing company and the investor(s). It ensures compliance with the Corporations Act 2001 (Cth) and other relevant Australian regulations, while also addressing key commercial terms such as valuation, governance rights, and exit mechanisms. The agreement is particularly important for companies seeking structured equity financing while maintaining existing voting control structures.

What sections should be included in a Preference Share Subscription Agreement?

1. Parties: Identifies the company issuing the preference shares and the subscriber(s)

2. Background: Sets out the context of the transaction and the company's authority to issue the preference shares

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Subscription: Details the number, class and price of preference shares being subscribed for

5. Conditions Precedent: Specifies conditions that must be satisfied before completion can occur

6. Completion: Sets out the completion process, timing, and obligations of each party

7. Rights and Restrictions Attaching to Preference Shares: Details the specific rights attached to the preference shares including dividend rights, voting rights, and redemption rights

8. Warranties: Contains warranties given by the company and the subscriber

9. Confidentiality: Obligations regarding confidential information

10. Notices: Specifies how formal notices under the agreement must be given

11. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendment procedures

What sections are optional to include in a Preference Share Subscription Agreement?

1. Multiple Completion Dates: Required when the subscription will occur in tranches over multiple completion dates

2. Tag-Along and Drag-Along Rights: Include when certain shareholders are given the right to join in (tag-along) or force participation in (drag-along) a sale of shares

3. Anti-Dilution Protection: Include when subscribers are to be protected against dilution from future share issues

4. Board Appointment Rights: Include when the subscriber is to have the right to appoint directors to the board

5. Information Rights: Include when subscribers are to have specific rights to company information beyond statutory requirements

6. Pre-emptive Rights: Include when existing shareholders are to have first right to purchase new share issues

7. Foreign Investment Conditions: Required when the subscriber is a foreign investor requiring FIRB approval

What schedules should be included in a Preference Share Subscription Agreement?

1. Schedule 1 - Share Capital Structure: Details of the company's share capital structure before and after the subscription

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions precedent to completion

3. Schedule 3 - Completion Requirements: Detailed list of all documents and actions required at completion

4. Schedule 4 - Company Warranties: Comprehensive list of warranties given by the company

5. Schedule 5 - Subscriber Warranties: Comprehensive list of warranties given by the subscriber

6. Schedule 6 - Rights and Restrictions: Detailed terms of the preference shares including dividend rights, conversion rights, and redemption rights

7. Appendix A - Board Resolution: Copy of board resolution approving the preference share issue

8. Appendix B - Shareholders' Resolution: Copy of any required shareholders' resolution

9. Appendix C - Share Certificate Form: Form of share certificate to be issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Healthcare

Real Estate

Infrastructure

Manufacturing

Mining and Resources

Renewable Energy

Telecommunications

Biotechnology

Private Equity

Venture Capital

Professional Services

Retail

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Investment

Board of Directors

Company Secretariat

Risk Management

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Manager

Finance Director

Corporate Development Manager

Investment Banker

Fund Manager

Compliance Officer

Board Director

Investment Analyst

Financial Controller

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Investment For Equity Agreement

An Australian-law governed agreement documenting the terms of an investment in exchange for company shares, including investment amount, share details, and investor rights.

find out more

Bank Repurchase Agreement

An Australian-law governed agreement for repurchase transactions between financial institutions, covering securities sale and repurchase terms under Australian banking regulations.

find out more

Agreement To Invest In A Business

An Australian-compliant agreement governing the terms and conditions of a business investment, including share allocation, investor rights, and governance provisions.

find out more

Short Term Investment Contract

An Australian-law governed agreement establishing terms for short-term investment management between investment professionals and their clients.

find out more

Contract Agreement For Investment

An Australian-law governed investment agreement establishing terms and conditions for investment relationships, ensuring compliance with local financial regulations.

find out more

Redeemable Preference Share Agreement

An Australian law-governed agreement establishing terms for redeemable preference shares, including issuance, dividend rights, and redemption mechanisms.

find out more

Purchase Of Shares Agreement

An Australian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion requirements.

find out more

Investment Repayment Agreement

An Australian law-governed agreement that establishes terms for investment and repayment between an investor and recipient, including security arrangements and compliance requirements.

find out more

Investment Agreement Form

An Australian-law governed agreement that establishes terms and conditions for investment transactions, including investor rights, obligations, and protection mechanisms.

find out more

Business Investment Contract

An Australian-law governed agreement that establishes the terms and conditions for business investment, including investment structure, shareholder rights, and governance requirements.

find out more

Startup Investment Term Sheet

An Australian law-governed document outlining key terms and conditions for a proposed startup investment, serving as a basis for final investment agreements.

find out more

Share Allotment Agreement

An Australian legal agreement documenting the terms and conditions for issuing new shares by a company to specified subscribers, ensuring regulatory compliance and protecting all parties' interests.

find out more

Project Investment Agreement

An Australian law-governed agreement that structures project investment terms, conditions, and governance framework between investors and project stakeholders.

find out more

Preference Share Subscription Agreement

An Australian law agreement governing the subscription and issuance of preference shares, detailing share rights, subscription terms, and parties' obligations.

find out more

Loss Share Agreement

An Australian law-governed agreement establishing terms for sharing losses between multiple parties, including calculation methods and payment mechanisms.

find out more

Investment Syndicate Agreement

An Australian law-governed agreement establishing an investment syndicate structure, defining investor rights, management responsibilities, and operational framework.

find out more

Investment Mandate Agreement

An Australian-law governed agreement establishing the terms for professional investment management services, including investment strategies, fees, and regulatory compliance requirements.

find out more

International Investment Agreement

A legally binding agreement governing foreign investment in Australia, incorporating local regulatory requirements and international investment protection standards.

find out more

Agreement For Transfer Of Shares

An Australian law-governed agreement that formalizes the transfer of company shares from a seller to a buyer, ensuring legal compliance and protecting both parties' interests.

find out more

Agreement For Sale Of Shares

An Australian law-governed agreement documenting the sale and purchase of company shares, including price, terms, warranties, and completion requirements.

find out more

Investment Club Operating Agreement

An Australian legal agreement establishing the structure and governance framework for an investment club, including membership rules and investment procedures.

find out more

Hedge Fund Subscription Agreement

An Australian-law governed agreement for hedge fund investments, establishing terms and conditions for fund subscription and investor participation.

find out more

Capital Raising Mandate Agreement

An Australian agreement appointing a corporate advisor to manage capital raising activities, subject to local securities laws and ASIC regulations.

find out more

Stock Contribution Agreement

An Australian-law governed agreement facilitating the transfer of shares from a contributor to a recipient company, typically in exchange for consideration.

find out more

Preference Shares Investment Agreement

An Australian law-governed agreement setting out terms and conditions for preference share investments, including investor rights, privileges, and protections.

find out more

Investment Subscription Agreement

An Australian law-governed agreement setting out terms and conditions for investing in company securities, including subscription details, warranties, and regulatory compliance requirements.

find out more

Personal Investment Contract

An Australian-law governed agreement establishing terms and conditions for professional investment management services between an investment manager and client.

find out more

Designated Investment Agreement

An Australian law-governed agreement establishing terms and conditions for designated investment arrangements, ensuring regulatory compliance and investment protection.

find out more

Term Sheet For Investors

An Australian-compliant preliminary document outlining key terms and conditions for a proposed investment transaction, serving as the basis for formal investment agreements.

find out more

Artist Investment Agreement

An Australian-law governed agreement establishing terms for investment in an artist's work or career, including revenue sharing and rights protection.

find out more

Phantom Stock Option Agreement

An Australian-law governed agreement establishing synthetic equity rights that mirror stock options, providing cash payments based on company value appreciation without actual share issuance.

find out more

Equity Share Agreement Startup

Australian-law governed agreement for managing equity share arrangements in startups, including share issuance, ownership rights, and governance structure.

find out more

Finder's Fee Agreement For Investment Capital

An Australian-law governed agreement establishing terms for intermediary services in securing investment capital, including fee structures and compliance requirements.

find out more

Restaurant Investment Agreement

An Australian law-governed agreement establishing terms for restaurant business investment, including capital structure, management rights, and operational requirements.

find out more

Real Estate Investment Partnership Agreement

An Australian-law governed agreement establishing a partnership structure for real estate investment activities, defining terms for capital contribution, management, and profit sharing.

find out more

Joint Venture Agreement For Real Estate Investing

An Australian law-governed agreement establishing a joint venture between parties for real estate investment purposes, detailing structure, contributions, and operational framework.

find out more

Debt Investment Agreement

An Australian law-governed agreement establishing terms and conditions for debt investment, including principal amount, interest, repayment terms, and security arrangements.

find out more

Foreign Investment Agreement

An agreement governing foreign investment in Australian assets or entities, ensuring compliance with Australian foreign investment laws and FIRB requirements.

find out more

Equity Stake Agreement

An Australian law-governed agreement documenting the terms and conditions for acquiring an ownership stake in a company through share purchase.

find out more

Property Investment Contract

An Australian law-governed agreement establishing terms and conditions for property investment arrangements, including investment structure, management, and regulatory compliance.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now