Common Stock Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Common Stock Subscription Agreement

"I need a Common Stock Subscription Agreement for my Philippine tech startup, issuing 100,000 Class A common shares to a Singapore-based venture capital firm in March 2025, with anti-dilution protection and board seat rights."

Document background
The Common Stock Subscription Agreement is a fundamental document used in Philippine corporate practice when a company issues new shares to investors or when existing authorized but unissued shares are being subscribed. This agreement is essential for both startup funding and corporate expansion, requiring compliance with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant SEC regulations. It's particularly important in documenting the terms of equity investments, ensuring proper capitalization of Philippine corporations, and establishing clear rights and obligations between the issuing company and its investors. The document must address specific Philippine law requirements such as minimum paid-up capital, foreign ownership restrictions if applicable, and mandatory corporate disclosures. It serves as a crucial instrument in corporate governance and maintaining proper records for regulatory compliance.
Suggested Sections

1. Parties: Identification of the Corporation and the Subscriber(s), including complete legal names and addresses

2. Background: Recitals explaining the context of the agreement, including the corporation's authorized capital stock and the subscriber's intention to subscribe

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription: Details of the shares being subscribed to, including number, class, and par value

5. Subscription Price and Payment: Total subscription price, payment terms, and schedule of payments

6. Issuance of Shares: Process and timing for the issuance of share certificates

7. Representations and Warranties of the Corporation: Corporate authority, valid issuance of shares, and other company warranties

8. Representations and Warranties of the Subscriber: Subscriber's capacity, understanding of investment, and compliance with laws

9. Covenants: Ongoing obligations of both parties

10. Closing Conditions: Conditions that must be met before the subscription becomes effective

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Miscellaneous Provisions: Standard provisions including notices, amendments, governing law, and dispute resolution

13. Execution: Signature blocks and formal closing language

Optional Sections

1. Foreign Ownership Compliance: Required when the subscriber is foreign, addressing compliance with Philippine foreign ownership restrictions

2. Right of First Refusal: Optional provision giving existing shareholders priority rights to purchase shares before they can be sold to third parties

3. Tag-Along Rights: Optional provision allowing minority shareholders to join in the sale of shares by majority shareholders

4. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares

5. Anti-Dilution Protection: Optional protection for subscribers against future dilution of their shareholding

6. Board Seat Rights: Optional provision granting the subscriber right to board representation

7. Dividends Rights: Special provisions regarding dividend rights if different from standard common stock rights

Suggested Schedules

1. Schedule A - Details of Subscription: Detailed breakdown of the number of shares, price per share, and total subscription amount

2. Schedule B - Payment Schedule: Detailed timeline and amounts for installment payments if applicable

3. Schedule C - Corporate Documents: Copies of relevant corporate documents including Articles of Incorporation, By-laws, and board resolutions

4. Schedule D - Disclosure Schedule: Exceptions or qualifications to the representations and warranties

5. Schedule E - Shareholders' Agreement: If applicable, attached copy of or reference to existing shareholders' agreement

6. Appendix 1 - Form of Share Certificate: Template or specimen of the share certificate to be issued

7. Appendix 2 - Secretary's Certificate: Certificate confirming corporate approvals and authority to issue shares

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

Relevant legal definitions
Clauses
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Financial Services

Technology

Manufacturing

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Energy

Healthcare

Retail

Telecommunications

Agriculture

Mining

Construction

Transportation

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Business Development

Corporate Affairs

Treasury

Risk Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Manager

Finance Director

Compliance Officer

Board Director

Company President

Investment Analyst

Corporate Finance Manager

Managing Partner

Venture Capitalist

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

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