Share Subscription And Shareholders Agreement Template for Philippines

The Share Subscription And Shareholders Agreement is a fundamental document used when a company is seeking new investment while simultaneously establishing the rules for shareholder relationships. It is particularly relevant in the Philippine context where corporate governance requirements under the Revised Corporation Code must be strictly observed. The document is typically used in private equity investments, venture capital funding rounds, or strategic corporate investments. It serves multiple purposes: documenting the terms of share subscription, protecting both majority and minority shareholders' interests, establishing corporate governance mechanisms, and ensuring compliance with Philippine securities laws. The agreement becomes especially important when dealing with foreign investments, given the foreign ownership restrictions in certain sectors under Philippine law. It should be carefully drafted to include both mandatory provisions required by Philippine law and commercial terms agreed upon by the parties.

1. Parties: Identification of all parties including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current company status, and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Subscription of Shares: Details of share subscription including number, class, price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing for the subscription

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Board of Directors: Board composition, appointment rights, removal, and meeting procedures

8. Shareholders Meetings: Procedures for shareholders meetings, voting rights, and quorum requirements

9. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights

10. Reserved Matters: List of decisions requiring special approval from shareholders or directors

11. Dividend Policy: Framework for declaration and distribution of dividends

12. Confidentiality: Obligations regarding confidential information

13. Non-competition and Non-solicitation: Restrictions on competitive activities and employee solicitation

14. Event of Default: Definition of defaults and consequences

15. Term and Termination: Duration of agreement and termination circumstances

16. General Provisions: Standard clauses including notices, governing law, and dispute resolution