The Share Subscription Agreement is a fundamental document in U.S. corporate finance, used when a company issues new shares to raise capital. It serves as the primary contract between the issuing company and the subscriber, detailing the terms of the share purchase and establishing the rights and obligations of both parties. The agreement must be carefully drafted to ensure compliance with U.S. federal securities laws, particularly the Securities Act of 1933, as well as applicable state securities regulations. A Share Subscription Agreement typically includes key provisions such as the subscription price, completion mechanics, representations and warranties, and may also incorporate additional investor rights such as board appointment or anti-dilution provisions. It's particularly crucial in private placements and is often used in conjunction with other investment documentation.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identifies the company issuing shares and the subscriber(s)
2. Background/Recitals: Sets out the context and purpose of the share subscription
3. Definitions: Defines key terms used throughout the agreement
4. Subscription and Allotment: Details of shares being subscribed to, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of the subscription completion
7. Representations and Warranties: Standard representations by both company and subscriber
8. Governing Law: Applicable law and jurisdiction
1. Anti-dilution Rights: Protection mechanisms against future dilution of shareholding, typically included for major investors
2. Tag-along Rights: Provisions allowing shareholders to join in sale of shares by other shareholders, common in private companies with multiple shareholders
3. Pre-emptive Rights: Rights allowing existing shareholders to maintain their percentage ownership in future share offerings
4. Board Appointment Rights: Provisions granting rights to appoint directors, typically included for significant shareholders
1. Schedule 1 - Share Details: Details of shares being subscribed including class, rights, and numbers
2. Schedule 2 - Company Information: Corporate information including capitalization table
3. Schedule 3 - Warranties: Detailed warranties given by the company
4. Schedule 4 - Disclosure Letter: Company's disclosures against warranties
5. Appendix A - Form of Board Resolution: Template board resolution approving share issuance
6. Appendix B - Subscription Form: Formal application form for shares
Find the exact document you need
Tooling Agreement
An England & Wales agreement outlining rights and duties for industrial tooling creation, use, and maintenance.
Download
Residential Tenancy Agreement Standard Form Of Lease
An England & Wales lease agreement establishing an Assured Shorthold Tenancy under the Housing Act 1988.
Download
Representation Agreement
An England & Wales legal document authorizing a representative to conduct specified business activities on a principal's behalf.
Download
Provisional Agreement
An England & Wales legal document establishing interim terms during ongoing negotiations for complex transactions.
Download
Preliminary Agreement
An England & Wales legal document outlining preliminary terms for significant transactions or relationships before detailed negotiations.
Download
Notary Rent Agreement
An England & Wales rental contract authenticated by a Notary Public for enhanced legal certainty and compliance.
Download
Model Tenancy Agreement
An England & Wales legal template for residential lettings, detailing landlord-tenant obligations and compliance requirements.
Download
Lease With Option To Buy
An England & Wales lease agreement offering tenants a future property purchase option with specified terms.
Download
Lease And Licence Agreement
An England & Wales legal document granting property occupation and usage rights through lease and licence provisions.
Download
Land Agreement Between Two Parties
An England & Wales legal document transferring land interests and establishing rights between two parties.
Download
Employer Tuition Reimbursement Agreement
An England & Wales document assessing business continuity risks and strategies for operational resilience and regulatory compliance.
Download
Contract Agreement Between Two Parties
An England & Wales agreement authorizing freight agents, detailing territory, commissions, and compliance in logistics.
Download
Common Terms Agreement
An England & Wales contract defining freight agent duties, compensation, and compliance for international logistics operations.
Download
Buyer Agency Agreement
A legal contract authorizing a real estate agent to represent a buyer in property transactions.
Download
Subordination Agreement Mortgage
An English law agreement establishing priority ranking between multiple mortgage securities over the same property.
Download
Statement Of Agreement
A formal document under English and Welsh law recording mutual understanding and agreement between parties regarding specific terms and conditions.
Download
Rent In Exchange For Services Agreement
An English law agreement establishing terms for rent-free accommodation in exchange for specified services.
Download
Preliminary Contract
An English law agreement setting out initial terms and conditions between parties before finalizing a detailed contract.
Download
Catering Contract
A legally binding agreement for catering services under English and Welsh law, establishing terms between food service providers and clients.
Download
Lease Agreement
An England and Wales-governed agreement between landlord and tenant establishing terms for property rental and occupation.
Download
Security Agreement Form
An English law document creating security interests over assets to secure obligations owed to a secured party.
Download
Business Cooperation Agreement
A formal agreement governing business collaboration between parties, regulated under English and Welsh law.
Download
Terms Of Business Agreement
A legally binding agreement under English and Welsh law that establishes the core terms and conditions for business relationships between commercial entities.
Download
Consulting Agreement
A legally binding agreement under English and Welsh law that establishes terms for consulting services between a consultant and client.
Download
Professional Services Retainer Agreement
An English law agreement establishing terms for ongoing professional services delivery between provider and client.
Download
Head Of Terms Agreement
A preliminary agreement under English and Welsh law outlining key terms and conditions for a proposed business transaction or arrangement.
Download
Supply Contract Form
A legally binding agreement under English and Welsh law governing the supply of goods or services between parties.
Download
Business Contract
A legally binding commercial agreement between business entities, governed by English and Welsh law.
Download
Dispute Resolution Agreement
An English law agreement setting out procedures for resolving disputes between parties through mediation, arbitration, and other resolution methods.
Download
Umbrella Agreement
A master agreement under English and Welsh law that establishes core terms for multiple future contracts between parties.
Download
Software Agreement Contract
An English law agreement governing software licensing, usage, and maintenance terms between provider and licensee.
Download
Professional Services Contract
An English law-governed agreement establishing terms and conditions for professional service delivery between service provider and client.
Download
Consulting Services Agreement
An England and Wales-governed agreement setting out terms for the provision of professional consulting services between a consultant and client.
Download
Assignment And Assumption Agreement
A legal document under English and Welsh law that transfers rights and obligations from one party to another, with the receiving party assuming associated responsibilities.
Download
Yearly Contract Agreement
A US-governed agreement establishing terms and conditions for a twelve-month contractual relationship between parties.
Download
Work For Hire Agreement
A U.S.-governed agreement establishing ownership rights and terms for work created by a contractor for a hiring party, under copyright law.
Download
Work Contract
A legally binding employment agreement that establishes terms and conditions of employment under U.S. federal and state laws.
Download
White Label Agreement
A U.S.-governed agreement enabling one company to rebrand and sell another company's products or services under their own brand name.
Download
Website Development Agreement
A U.S.-compliant legal agreement between a website developer and client establishing terms for website development services, including scope, timeline, and deliverables.
Download
Website Contract
A U.S.-governed legal agreement between website developers and clients defining website development terms and obligations.
Download
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