Define: Issue Price
Issue Price is the price a company charges for a newly issued share, including any premium above nominal value. In share subscription and shareholder agreements, it is a defined term used to calculate consideration payable, anti-dilution adjustments, conversion mechanics, and valuation benchmarks for later funding rounds or transfers.
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What Issue Price Means in a Contract
Issue Price refers to the amount a company receives, or is deemed to receive, for issuing a single share, whether at incorporation, in a funding round, or through a later allotment. It typically includes both the nominal (par) value of the share and any premium charged above that nominal value. Contracts define this term precisely because so many other mechanics, from pre-emption rights to conversion ratios, are anchored to it.
The clause quoted in many shareholder agreements also addresses a subtler scenario: Anti-Dilution Shares. Where new shares are issued specifically to protect an existing shareholder from dilution, those shares are deemed to carry the same Issue Price as the original shares that triggered the anti-dilution right. This prevents parties from arguing that protective shares should be valued differently from the holding they are meant to preserve.
Understood this way, Issue Price is not merely an accounting figure. It is a contractual anchor point that ties together valuation, investor rights, and future adjustments across the life of the company.
How Issue Price Is Defined or Measured
Most agreements measure Issue Price as the total consideration paid per share at the time of issuance, expressed in the relevant currency. This figure is usually fixed in a subscription agreement or board resolution and then carried into the company's register of members and share certificates.
Where shares are issued in tranches or as part of a structured deal, the Issue Price may be set out in a schedule rather than a single figure, particularly if different classes of shares (ordinary, preference, or deferred) are issued at different premiums. The defined term ensures that whichever class or tranche is being discussed, the parties are referring to a consistent, agreed number rather than an estimate.
- Nominal value plus any premium paid by the subscriber
- Consideration received in cash, in kind, or by conversion of debt
- Deemed Issue Price for shares issued under anti-dilution or bonus arrangements