Shares Subscription Agreement Template for Australia

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement for my tech startup company issuing 100,000 Series A preferred shares to a Singapore-based venture capital firm, with completion planned for March 2025 and including FIRB approval conditions."

Document background
A Shares Subscription Agreement is a crucial document used when a company is issuing new shares to investors, whether as part of a capital raising, investment round, or strategic partnership. This agreement, governed by Australian law, establishes the legal framework for the share subscription, including the number and class of shares being issued, the subscription price, and any conditions that must be met before the subscription can complete. It contains important protections for both the company and the subscriber through warranties and representations, and ensures compliance with the Corporations Act 2001 and other relevant Australian legislation. The document is particularly important in private company contexts and is often used in conjunction with other transaction documents such as shareholders' agreements and disclosure letters.
Suggested Sections

1. Parties: Identifies the company issuing the shares and the subscriber(s)

2. Background: Sets out the context of the share subscription and the company's authority to issue the shares

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Subscription: Details the number, class and price of shares being subscribed for

5. Conditions Precedent: Lists the conditions that must be satisfied before completion can occur

6. Completion: Specifies when, where and how completion will take place, including actions required by each party

7. Company Warranties: Warranties given by the company regarding its status, share capital, and business

8. Subscriber Warranties: Warranties given by the subscriber regarding capacity, authority, and funding

9. Confidentiality: Obligations regarding confidential information shared during the transaction

10. Announcements: Requirements for public announcements about the share subscription

11. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Used when existing shareholders are given the right to join in the subscription on same terms

2. Pre-emptive Rights: Include when existing shareholders have rights of first refusal on new share issues

3. Board Appointment Rights: Used when the subscriber is to have the right to appoint directors

4. Anti-dilution Protection: Include when subscribers are to be protected against future dilutive share issues

5. Regulatory Compliance: Special provisions for compliance with specific regulatory requirements (e.g., FIRB approval)

6. Multiple Completion Dates: Used when the subscription will occur in tranches

7. Special Share Rights: Include when the subscribed shares carry special rights or restrictions

8. Drag-Along Rights: Used when majority shareholders can force minorities to join in future sales

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital before and after the subscription

2. Form of Share Certificate: Template for the share certificates to be issued

3. Completion Documents: List of documents required to be delivered at completion

4. Company Details: Detailed information about the company including corporate information and material contracts

5. Warranties: Detailed warranties given by the company and/or subscriber

6. Special Terms of Shares: Detailed rights and restrictions attaching to the shares being issued

7. Board Resolutions: Pro-forma board resolutions approving the share issue

8. Deed of Adherence: Form of deed for subscriber to adhere to shareholders' agreement if applicable

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Mining and Resources

Retail

Agriculture

Professional Services

Energy

Infrastructure

Media and Entertainment

Telecommunications

Biotechnology

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers and Acquisitions

Investment

Compliance

Board of Directors

Company Secretariat

Treasury

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Manager

Investment Banker

Corporate Finance Manager

Business Development Manager

Board Director

Company Director

Finance Director

Compliance Officer

Due Diligence Officer

Transaction Manager

Industries
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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