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Form Of Subscription Agreement

Form Of Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"Need a Form of Subscription Agreement for our Philippine tech startup to issue Series A shares to a Singapore-based venture capital firm, with planned closing in March 2025; must include foreign ownership compliance provisions and anti-dilution protection."

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Document background
The Form of Subscription Agreement is a crucial document in Philippine corporate practice, used when a company issues new shares to investors or when existing shareholders subscribe to additional shares. This template is designed to comply with Philippine corporate and securities laws, including the Corporation Code (Batas Pambansa Blg. 68) and the Securities Regulation Code (Republic Act No. 8799). The agreement is typically used in both private and public offerings, documenting the terms of share subscription, payment obligations, representations and warranties, and closing conditions. It must address specific Philippine requirements such as foreign ownership restrictions in certain industries and local corporate governance rules. The Form of Subscription Agreement serves as a legally binding contract that protects both the issuing company and the subscriber while ensuring regulatory compliance.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s)

2. Background: Context of the subscription, including company information and purpose of the share issuance

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

4. Subscription: Details of the shares being subscribed to, including class, number, and price per share

5. Payment Terms: Terms and schedule of payment for the subscribed shares

6. Closing: Conditions precedent, closing mechanics, and timing

7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share capital, and compliance with laws

8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, financial capability, and compliance

9. Covenants: Ongoing obligations of both parties

10. Share Certificates: Provisions regarding the issuance and delivery of share certificates

11. Termination: Circumstances under which the agreement may be terminated

12. Miscellaneous: Standard provisions including notices, amendments, governing law, etc.

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Foreign Ownership Compliance: Required when subscriber is foreign, addressing ownership restrictions under Philippine law

2. Multiple Closings: Used when the subscription will be completed in multiple tranches

3. Tag-Along Rights: Optional protection for minority subscribers in private companies

4. Anti-Dilution Protection: Protection against future dilution of shareholding

5. Board Seat Rights: Rights to board representation for significant subscribers

6. Registration Rights: Rights regarding future public offering registration for private companies

7. Escrow Arrangements: When payment or shares need to be held in escrow

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares including class rights and privileges

2. Schedule 2 - Subscription Price Calculation: Breakdown of how the subscription price was determined

3. Schedule 3 - Closing Conditions: Detailed list of conditions precedent to closing

4. Schedule 4 - Form of Share Certificate: Template of the share certificate to be issued

5. Schedule 5 - Corporate Authorizations: Copies of relevant board and shareholder resolutions

6. Schedule 6 - Disclosure Schedule: Company disclosures against representations and warranties

7. Appendix A - Payment Instructions: Bank account and payment details for the subscription amount

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Definitions and Interpretation
Share Subscription
Payment Terms
Conditions Precedent
Closing Mechanics
Company Representations and Warranties
Subscriber Representations and Warranties
Covenants
Foreign Ownership Compliance
Anti-Money Laundering Compliance
Share Issuance
Registration Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Board Representation
Dividends
Transfer Restrictions
Termination
Events of Default
Remedies
Force Majeure
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Counterparts
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Energy

Healthcare

Telecommunications

Infrastructure

Mining

Retail

Agriculture

Education

Transportation

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment

Treasury

Risk Management

Corporate Development

Mergers & Acquisitions

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Investment Manager

Corporate Treasurer

Board Director

Finance Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Strategic Planning Director

Mergers & Acquisitions Director

Risk Management Officer

Industries
The Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary law governing corporations in the Philippines, including provisions on share subscriptions, payment requirements, and stockholder rights
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market, including the issuance and sale of securities, registration requirements, and investor protection provisions
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contracts, obligations, and legal agreements in the Philippines
Anti-Money Laundering Act (Republic Act No. 9160): Sets requirements for verification of investor identity and source of funds in investment transactions
Foreign Investments Act (Republic Act No. 7042): Regulates foreign investments and ownership limitations in Philippine corporations
National Internal Revenue Code: Covers tax implications and requirements related to share subscriptions and corporate investments
Securities and Exchange Commission (SEC) Memorandum Circulars: Various implementing rules and regulations regarding corporate subscriptions and securities
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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