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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Ireland

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for a private investor subscribing to 10,000 ordinary shares in my Irish technology startup, with standard warranties and completion expected by March 2025."

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Document background
The Shareholder Subscription Agreement is a crucial document used when a company is issuing new shares to investors, whether in the context of seed funding, growth capital, or other investment rounds. This agreement, governed by Irish law and compliant with the Companies Act 2014, sets out the detailed terms of the share subscription, including the type and number of shares being issued, the subscription price, and any conditions that must be met before the subscription can complete. It typically includes warranties from both the company and the subscriber, and may incorporate various rights such as board representation, information rights, and pre-emption rights. The document is essential for protecting both the company's and the investor's interests and ensuring the share issue is properly documented and legally compliant.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s)

2. Background: Context of the subscription, including the company's current share capital and purpose of the investment

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Subscription: Core terms of the share subscription, including number of shares, price, and class of shares

5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription

6. Completion: Timing, location, and mechanics of the subscription completion

7. Company's Warranties: Standard warranties given by the company regarding its status and the shares

8. Subscriber's Warranties: Warranties from the subscriber regarding capacity and authority to invest

9. Confidentiality: Obligations regarding confidential information

10. Notices: Process and requirements for formal notices under the agreement

11. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability

12. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Anti-dilution Rights: Protection for subscribers against future share issues at lower valuations

2. Pre-emption Rights: Rights of first refusal on future share issues

3. Tag-along Rights: Right to join in sale of shares by other shareholders

4. Drag-along Rights: Obligation to join in sale of shares when majority shareholders sell

5. Board Appointment Rights: Rights to appoint directors, used when subscriber gets board representation

6. Information Rights: Rights to receive financial and other company information

7. Restrictive Covenants: Restrictions on company activities or shareholder activities

8. Exit Provisions: Specific provisions regarding future sale or IPO of the company

Suggested Schedules

1. Schedule 1 - Subscription Details: Detailed information about the shares being subscribed for, including class, number, and price

2. Schedule 2 - Company Details: Details of the company including share capital structure, directors, and registered office

3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before completion

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Company Warranties: Detailed warranties given by the company

6. Schedule 6 - Form of Share Certificate: Template share certificate to be issued

7. Schedule 7 - Deed of Adherence: Form of deed for subscriber to adhere to shareholders' agreement if applicable

8. Appendix A - Board Resolution: Form of board resolution approving the share issue

9. Appendix B - Disclosure Letter: Company's disclosures against warranties 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Act
Board
Business Day
Company
Companies Act
Completion
Completion Date
Conditions
Confidential Information
Constitution
Directors
Disclosure Letter
Encumbrance
Existing Shareholders
Group
Investment Amount
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preference Shares
Prescribed Rate
Resolutions
Share Capital
Shareholders Agreement
Subscriber
Subscription Price
Subscription Shares
Warranties
Working Hours
Board Resolutions
Business
Connected Person
EGM
Governing Law
Information Rights
Irish GAAP
Listing
Loss
Material Contract
Permitted Transferee
Related Company
Reserved Matters
Share Certificate
Subsidiary
Tax
Transaction Documents
Clauses
Interpretation
Definitions
Subscription
Payment
Conditions Precedent
Completion
Company Warranties
Subscriber Warranties
Indemnification
Confidentiality
Announcements
Assignment
Notices
Costs
Severability
Variation
Waiver
Entire Agreement
Further Assurance
Force Majeure
Counterparts
Third Party Rights
Anti-Dilution
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment
Information Rights
Exit Rights
Share Transfer Restrictions
Restrictive Covenants
Governing Law
Jurisdiction
Dispute Resolution
Termination
Survival
Time of Essence
Authority
Representations
Relevant Industries

Technology

Financial Services

Healthcare

Real Estate

Manufacturing

Retail

Energy

Telecommunications

Professional Services

Media and Entertainment

Biotechnology

Infrastructure

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Board of Directors

Investment

Corporate Governance

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Investment Manager

Finance Director

Managing Director

Corporate Lawyer

Investment Director

Compliance Officer

Board Director

Private Equity Manager

Venture Capital Manager

Company Secretary

Legal Counsel

Investment Analyst

Industries
Companies Act 2014: The primary legislation governing company law in Ireland, covering company formation, share capital, shareholder rights, and corporate governance requirements
Investment Funds, Companies and Miscellaneous Provisions Act 2005: Legislation governing investment in Irish companies and related provisions for share issuance and subscription
Taxes Consolidation Act 1997: Contains provisions regarding taxation of share issues, stamp duty on share transfers, and tax implications of share subscriptions
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out requirements for due diligence and verification of investors in Irish companies
European Communities (Markets in Financial Instruments) Regulations 2017: Implements MiFID II in Ireland, relevant for certain types of share subscriptions and financial instruments
Irish Contract Law: Common law principles governing contract formation, validity, and enforcement that apply to subscription agreements
Central Bank Act 1942 (as amended): Relevant for regulatory oversight of certain share subscriptions, particularly in regulated entities
Data Protection Act 2018: Governs the handling of personal data of shareholders and ensures GDPR compliance in the subscription process
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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