Startup Subscription Agreement Generator for England and Wales

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Key Requirements PROMPT example:

Startup Subscription Agreement

"I need a Startup Subscription Agreement for my AI software company to issue Series A preferred shares to two institutional investors, with a total investment of £5 million and SEIS compliance requirements, targeting completion by March 2025."

Document background
The Startup Subscription Agreement is a crucial document used when startups are raising capital through the issuance of new shares to investors. This agreement, governed by English and Welsh law, serves as the primary instrument for documenting the terms of share subscription, protecting both the company's and investors' interests, and ensuring compliance with UK regulatory requirements. It typically includes detailed provisions about share rights, warranties, completion mechanics, and often incorporates tax-efficient investment structures like SEIS/EIS. The agreement is particularly important in early-stage funding rounds where clear documentation of ownership and rights is essential for future fundraising and exit opportunities.
Suggested Sections

1. Parties: Details of the company and subscriber(s)

2. Background: Context of the subscription and company status

3. Definitions: Key terms used throughout the agreement

4. Subscription: Details of shares being subscribed for and price

5. Completion: Timing and mechanics of the subscription

6. Warranties: Company and subscriber representations

7. Confidentiality: Protection of sensitive information

8. Notices: How formal communications should be made

9. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale when majority shareholders sell their shares

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale of the company

3. Pre-emption Rights: Rights of first refusal on new share issues to protect against dilution

4. SEIS/EIS Provisions: Specific provisions to ensure compliance with tax relief schemes for qualifying investments

Suggested Schedules

1. Schedule 1: Details of the Company: Company information including share capital structure and existing shareholders

2. Schedule 2: Warranties: Detailed company warranties and representations

3. Schedule 3: Completion Requirements: Documents and actions required at completion of the subscription

4. Schedule 4: Share Rights: Detailed rights attaching to shares being issued

5. Appendix 1: Share Certificate: Form of share certificate to be issued to the subscriber

6. Appendix 2: Board Minutes: Form of board resolution approving the share subscription

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, share issuance requirements, directors' duties, pre-emption rights, and Companies House filing requirements

Financial Services and Markets Act 2000 (FSMA): Key legislation covering financial promotion restrictions, investment restrictions and exemptions, and regulatory compliance requirements for financial services

Financial Services Act 2012: Updates to financial regulations and additional investor protection measures that supplement FSMA 2000

UK Companies (Model Articles) Regulations 2008: Provides default articles of association provisions and share transfer restrictions for UK companies

Consumer Rights Act 2015: Legislation protecting consumer rights, relevant if retail investors are involved in the subscription agreement

FCA Regulations: Regulatory framework covering financial promotion rules, investor classification requirements, and prospectus requirements

Income Tax Act 2007: Tax legislation covering EIS/SEIS considerations and tax implications for investors in startup companies

Finance Acts: Legislation covering stamp duty considerations and tax treatment of shares in UK companies

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of investor personal data

Money Laundering Regulations 2017: Regulations covering Know Your Customer (KYC) requirements and anti-money laundering compliance procedures

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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