All Countries
Commercial
Subscription Agreement Private Placement

Subscription Agreement Private Placement Template for United Arab Emirates

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Subscription Agreement Private Placement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Subscription Agreement Private Placement

"I need a UAE-compliant Private Placement Subscription Agreement for a technology startup raising AED 10 million from five qualified investors, with standard drag-along rights and a 24-month lock-up period."

Celebrated by
Collaborations with
Investors
Document background
The Subscription Agreement Private Placement is a crucial document used in the UAE when companies seek to raise capital through private offering of securities to qualified investors. This document type is specifically designed to comply with UAE Federal Law No. 32 of 2021 and SCA regulations governing private placements. It is typically used when companies want to avoid the more rigorous requirements of a public offering while still maintaining regulatory compliance. The agreement includes detailed subscription terms, investor qualifications, compliance with UAE anti-money laundering laws, and necessary risk disclosures. It's particularly important in the UAE context where private placements must adhere to specific local regulatory requirements while facilitating capital raising activities.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber

2. Background: Context of the private placement, including company information and offering details

3. Definitions: Key terms used throughout the agreement

4. Subscription and Payment: Details of the securities being subscribed for and payment terms

5. Closing Conditions: Conditions precedent to the completion of the subscription

6. Subscriber Representations and Warranties: Declarations by the subscriber regarding their status, capacity, and understanding of risks

7. Company Representations and Warranties: Declarations by the company regarding its status, authority, and securities being offered

8. Anti-Money Laundering Provisions: Compliance with UAE AML laws and regulations

9. Confidentiality: Provisions regarding the confidential treatment of information

10. Notices: Communication procedures between parties

11. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction details

12. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when offering minority protection rights

2. Drag-Along Rights: Include when majority shareholders require exit rights

3. Board Representation: Include when subscribers are granted board nomination rights

4. Shareholder Agreement Adherence: Include when subscribers must adhere to an existing shareholder agreement

5. Foreign Investment Provisions: Include when subscribers are foreign investors

6. DIFC/ADGM Provisions: Include when the placement involves free zone entities

7. Lock-up Provisions: Include when there are restrictions on transfer of subscribed securities

Suggested Schedules

1. Subscription Details: Schedule detailing number of securities, price, and payment information

2. Risk Factors: Detailed disclosure of investment risks

3. Company Information: Detailed information about the company's business, management, and financials

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

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

6. Investor Questionnaire: Form to determine investor qualification status

7. Consent to Electronic Communications: Form for consenting to electronic delivery of notices and documents

8. Wire Transfer Instructions: Banking details for subscription payment

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 Industries

Financial Services

Technology

Real Estate

Healthcare

Energy

Infrastructure

Manufacturing

E-commerce

Telecommunications

Education

Professional Services

Hospitality

Transportation

Green Energy

Fintech

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment

Risk Management

Corporate Development

Treasury

Board of Directors

Executive Management

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Compliance Officer

Legal Counsel

Investment Manager

Private Equity Manager

Fund Manager

Corporate Finance Director

Risk Manager

Company Director

Board Member

Financial Controller

Chief Investment Officer

Head of Legal

Head of Compliance

Corporate Development Manager

Industries
UAE Federal Law No. 32 of 2021 (Companies Law): The primary legislation governing companies in the UAE, including provisions for share issuance and capital raising
SCA Decision No. (13/R.M) of 2021: Regulations concerning private placement of securities, including requirements for offering documents and investor qualifications
UAE Federal Law No. 14 of 2018: The Central Bank Law and Organization of Financial Institutions, relevant for financial aspects of private placements
SCA Board Decision No. (3/R.M) of 2017: Promoting and Introducing Regulations, governing marketing and promotion of securities
UAE Federal Law No. 20 of 2018: Anti-Money Laundering Law, relevant for investor due diligence and compliance requirements
UAE Federal Law No. 15 of 2020: Consumer Protection Law, applicable for investor protection aspects
DIFC Law No. 1 of 2012: If the placement involves DIFC entities: Markets Law governing securities and investments in the DIFC
SCA Decision No. (11/R.M) of 2016: Regulations for disclosure and transparency, relevant for information requirements in subscription documents
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

Find the exact document you need

Token Subscription Agreement

UAE-governed agreement for digital token subscription, complying with local virtual asset regulations and establishing terms for token purchase and delivery.

find out more

Warrant Subscription Agreement

UAE-governed agreement outlining terms for warrant issuance and subsequent share purchase rights, compliant with local securities and commercial regulations.

find out more

Advanced Subscription Agreement

A UAE-compliant agreement establishing terms for future equity investment in early-stage companies, including conversion mechanics and investment conditions.

find out more

Membership Subscription Agreement

UAE-governed agreement establishing terms and conditions for subscription-based membership services, including rights, obligations, and payment terms.

find out more

Debenture Subscription Agreement

UAE-governed agreement outlining terms and conditions for subscription to company-issued debentures, including rights, obligations, and security arrangements.

find out more

Convertible Debenture Agreement

UAE-governed agreement for issuing convertible debentures, establishing terms for debt that can convert to company shares while ensuring compliance with local securities laws.

find out more

Subscription Agreement Private Placement

UAE-governed agreement for private placement securities subscription, compliant with SCA regulations and local legal requirements.

find out more

Note Subscription Agreement

UAE-governed agreement setting out terms for investors to subscribe to debt instruments issued by an entity, complying with local securities and banking regulations.

find out more

Subscription Service Agreement

UAE-governed agreement establishing terms for subscription-based services, ensuring compliance with local consumer protection and data privacy laws.

find out more

Subscription And Shareholders Agreement

UAE-governed agreement combining share subscription terms and shareholders' arrangements, establishing investment and governance framework.

find out more

Loan Note Subscription Agreement

A UAE law-governed agreement detailing terms and conditions for the subscription and issuance of loan notes between investors and an issuing company.

find out more

Shares Subscription Agreement

UAE-governed agreement for the subscription of shares in a company, detailing share issuance terms and regulatory compliance requirements.

find out more

Master Subscription Agreement

A UAE law-governed agreement establishing terms for subscription-based services between providers and customers.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.