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Investment Subscription Agreement

Investment Subscription Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Investment Subscription Agreement

"I need an Investment Subscription Agreement under Saudi Arabian law for a foreign tech company investing 5 million SAR in our Riyadh-based software development company, with the closing expected in March 2025 and including Shariah-compliant financing provisions."

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Document background
The Investment Subscription Agreement serves as a critical document in Saudi Arabian business transactions, used when an investor seeks to acquire shares, units, or other securities in a company or investment vehicle. It is essential for both private and public offerings, ensuring compliance with Saudi law including the Capital Market Law, Companies Law, and where applicable, Foreign Investment Law. The agreement typically includes detailed provisions on investment terms, investor rights, compliance requirements (including anti-money laundering and KYC), and Shariah compliance where necessary. This document is particularly important given Saudi Arabia's evolving investment landscape under Vision 2030 and increasing foreign investment interest. The Investment Subscription Agreement must be carefully structured to account for local regulatory requirements while protecting both issuer and investor interests.
Suggested Sections

1. Parties: Identification of the issuer/company and the subscriber/investor with full legal names and details

2. Background: Context of the investment opportunity and brief description of the company and investment structure

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

4. Subscription and Payment: Details of the investment amount, number of shares/units, payment terms and mechanics

5. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

6. Closing: Mechanics and requirements for completing the investment transaction

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Investor Undertakings: Specific commitments and obligations of the investor

9. Company Undertakings: Specific commitments and obligations of the company

10. Anti-Money Laundering Provisions: Compliance with Saudi AML regulations and required declarations

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction of Saudi courts

14. General Provisions: Standard boilerplate clauses including amendments, waiver, severability

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Include when offering minority investor protections for share transfers

2. Drag-Along Rights: Include when majority shareholders want right to force minority participation in sale

3. Pre-emptive Rights: Include when existing shareholders should have rights to maintain ownership percentage

4. Board Representation: Include when investor is receiving board appointment rights

5. Dividend Policy: Include when specific dividend arrangements are part of the investment terms

6. Exit Rights: Include when specific exit mechanisms or IPO rights are granted to investors

7. Shariah Compliance: Include when investment must comply with Islamic finance principles

8. Foreign Investment Provisions: Include when investor is non-Saudi and SAGIA requirements apply

Suggested Schedules

1. Subscription Details: Detailed breakdown of investment amount, share/unit numbers, and price calculations

2. Company Information: Corporate details, registration information, and capital structure

3. Conditions Precedent Documents: List of required documents and confirmations for closing

4. Form of Share Certificate: Template for share certificate to be issued

5. Warranties: Detailed warranties from the company about its business and affairs

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

7. Shareholder Rights: Detailed description of rights attached to shares/investment

8. Corporate Authorizations: Copies of relevant board and shareholder resolutions

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
Interpretation
Subscription
Payment Terms
Conditions Precedent
Closing Mechanics
Representations and Warranties
Anti-Money Laundering
Regulatory Compliance
Foreign Investment
Shariah Compliance
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Transfer Restrictions
Board Representation
Dividend Rights
Exit Rights
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Term and Termination
Events of Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Costs and Expenses
Further Assurance
Relevant Industries

Financial Services

Private Equity

Venture Capital

Real Estate

Technology

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Professional Services

Islamic Finance

Relevant Teams

Legal

Finance

Compliance

Investment

Corporate Secretariat

Risk Management

Due Diligence

Corporate Governance

Treasury

Shariah Advisory

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Legal Counsel

Compliance Officer

Corporate Secretary

Investment Director

Fund Manager

Board Director

Financial Controller

Investment Analyst

Due Diligence Officer

Risk Manager

Shariah Compliance Officer

Industries
Capital Market Law (CML): Royal Decree No. M/30 dated 2/6/1424H - Governs securities activities, offering, trading, and disclosure requirements in Saudi Arabia
Companies Law: Royal Decree No. M/3 dated 28/1/1437H - Regulates formation and operation of companies in Saudi Arabia, including corporate governance requirements
Foreign Investment Law: Royal Decree No. M/1 dated 5/1/1421H - Regulates foreign investment in Saudi Arabia, including licensing requirements and restrictions
Anti-Money Laundering Law: Royal Decree No. M/20 dated 5/2/1439H - Addresses prevention of money laundering in financial transactions and investments
Capital Market Authority (CMA) Regulations: Various implementing regulations including the Securities Business Regulations and Investment Funds Regulations
Rules for Special Purpose Entities: Regulations governing the establishment and operation of SPEs for investment purposes in Saudi Arabia
Income Tax Law: Royal Decree No. M/1 dated 15/1/1425H - Governs taxation of investment income and capital gains
Law of Commercial Courts: Royal Decree No. M/93 dated 15/8/1441H - Provides framework for resolving commercial disputes including investment-related matters
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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