Shares Subscription Agreement Template for England and Wales

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement for my UK tech startup to issue Series A preferred shares to three institutional investors, with anti-dilution protection and board appointment rights, to be completed by March 2025."

Document background
The Shares Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors or existing shareholders. It's particularly common in funding rounds, employee share schemes, and corporate restructuring. Under English and Welsh law, this agreement must comply with the Companies Act 2006 and related regulations, making it essential for documenting share allotments, protecting parties' interests, and ensuring regulatory compliance. The agreement typically includes details about share class, price, warranties, and completion requirements, serving as evidence of the transaction and the parties' obligations.
Suggested Sections

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

2. Background/Recitals: Context of the subscription, including company status and reason for share issuance

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

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

5. Completion: Mechanics and timing of the subscription completion

6. Warranties and Representations: Standard warranties from both company and subscriber

7. Confidentiality: Obligations regarding confidential information

8. Notices: How formal notices should be given between parties

9. Governing Law and Jurisdiction: Confirmation of English law and courts' jurisdiction

Optional Sections

1. Conditions Precedent: Pre-completion conditions that must be satisfied - used for complex transactions or where regulatory approvals needed

2. Anti-dilution Protection: Provisions protecting against future share dilution - used when requested by significant investors

3. Tag-along/Drag-along Rights: Rights regarding future share sales - used for private companies with multiple shareholders

4. Board Appointment Rights: Right to appoint directors - used for substantial investments

Suggested Schedules

1. Details of the Company: Corporate information including share capital structure

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

3. Warranties: Detailed warranties from the company

4. Completion Requirements: Detailed list of completion deliverables

5. Shareholder Rights: Detailed description of rights attached to shares

6. Board Resolutions: Form of board resolutions approving the share issue

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 Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation, share capital requirements, share allotment procedures, directors' duties, pre-emption rights, and Companies House filing requirements

Financial Services and Markets Act 2000: Regulates financial promotion restrictions, regulated activities, and prospectus requirements for share offerings

Finance Act 2003: Governs stamp duty implications and tax considerations related to share subscriptions

UK Listing Rules: Regulatory framework for listed companies, including disclosure requirements and ongoing obligations

FCA Rules and Regulations: Financial Conduct Authority regulations governing financial services and markets

Market Abuse Regulation (UK MAR): Regulations preventing market abuse and insider trading in financial markets

AIM Rules: Specific regulations for companies listed on the Alternative Investment Market

English Contract Law: Common law principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations

Consumer Rights Act 2015: Protection for private investors when dealing with consumer rights and retail investments

Money Laundering Regulations 2017: Requirements for due diligence and source of funds verification in financial transactions

Data Protection Act 2018: Legislation governing the processing and protection of personal data, including UK GDPR compliance requirements

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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