Shares Subscription Agreement for Ireland

Shares Subscription Agreement Template for Ireland

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Shares Subscription Agreement

"I need a Shares Subscription Agreement for a Series A investment round where a US-based venture capital firm is subscribing for 25,000 preferred shares in our Irish technology company, with completion planned for March 2025 and including standard anti-dilution and board appointment rights."

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What is a Shares Subscription Agreement?

The Shares Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors in Ireland. It is commonly used in funding rounds, employee share schemes, and corporate restructurings. The agreement must comply with Irish company law, particularly the Companies Act 2014, and typically includes detailed provisions about the subscription process, warranties, conditions precedent, and completion requirements. This type of agreement is essential for protecting both the company's and investor's interests, ensuring proper documentation of the share issuance, and maintaining compliance with regulatory requirements. The document structure and content may vary depending on whether it's being used for a simple subscription or as part of a larger investment transaction, but it must always address key elements such as share price, class rights, and completion mechanics.

What sections should be included in a Shares Subscription Agreement?

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

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

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

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

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

6. Completion: Specifies the completion date, location, and actions required at completion

7. Warranties by the Company: Company's representations about its status, share capital, and authority

8. Warranties by the Subscriber: Subscriber's representations about capacity, funds source, and investment understanding

9. Confidentiality: Obligations to keep the agreement and related information confidential

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

11. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability

What sections are optional to include in a Shares Subscription Agreement?

1. Pre-emption Rights: Include when existing shareholders have rights of first refusal on new share issues

2. Tag-Along Rights: Include when minority shareholders should have the right to join in sales by majority shareholders

3. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale

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

5. Anti-dilution Protection: Include when subscribers should be protected against future down-rounds

6. Restrictive Covenants: Include when the subscriber needs to be restricted from competing activities

7. Information Rights: Include when subscribers are to receive specific financial or operational information

8. Exit Rights: Include when specific provisions about future sales or IPOs are needed

What schedules should be included in a Shares Subscription Agreement?

1. Share Capital Structure: Details of the company's existing share capital and rights attached to different share classes

2. Warranties: Detailed warranties given by the company about its business, assets, and liabilities

3. Conditions Precedent: Detailed list of conditions to be satisfied before completion

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Form of Board Resolutions: Template board resolutions approving the share issue

6. Form of Shareholders' Resolution: Template shareholders' resolution if required for the share issue

7. KYC Requirements: List of required know-your-customer documentation

8. Constitution Amendments: Any required amendments to the company's constitution

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

alex.den.21@genieai.co

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Relevant Teams

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Finance

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