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Form Of Subscription Agreement

Form Of Subscription Agreement Template for India

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"I need a Form of Subscription Agreement for my tech startup issuing Series A preferred shares to a foreign venture capital fund, with provisions for board nomination rights and anti-dilution protection."

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Document background
The Form Of Subscription Agreement is a critical document used in Indian corporate transactions when a company issues shares to new or existing investors. It serves as the primary contract governing the subscription of shares, whether for startup funding, private equity investment, or general capital raising. This document, tailored to Indian legal requirements, includes essential details about share issuance, valuation, investor rights, and compliance with Indian corporate and securities laws. The agreement must comply with the Companies Act, 2013, SEBI regulations, and where applicable, foreign investment laws. The Form Of Subscription Agreement is particularly important as it not only documents the share subscription but also establishes the relationship between the company and its new shareholders, including any special rights or obligations.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s), including their complete legal names and addresses

2. Background: Context of the subscription, including brief company history and purpose of the share issuance

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Allotment: Details of shares being subscribed to, including number, class, and price per share

5. Consideration and Payment Terms: Payment amount, method, and timeline for the subscription

6. Completion: Conditions precedent, completion obligations, and timing of the subscription completion

7. Representations and Warranties: Representations by both the Company and the Subscriber

8. Covenants: Ongoing obligations of both parties post-subscription

9. Indemnification: Indemnity provisions protecting parties against breaches and misrepresentations

10. Notices: Process and details for serving notices under the agreement

11. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

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

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share transfer

2. Anti-Dilution Protection: Include when subscribers need protection against future dilution of shareholding

3. Board Nomination Rights: Include when subscriber is getting rights to nominate directors

4. Information Rights: Include when subscribers are to receive specific company information periodically

5. FEMA Compliance: Include when there are foreign investors involved

6. Pre-emptive Rights: Include when subscribers should have first right to participate in future share issues

7. Transfer Restrictions: Include when there are specific restrictions on share transfers

8. Exit Rights: Include when subscribers are given specific exit options

Suggested Schedules

1. Schedule 1 - Details of the Company: Complete corporate information including registration details, directors, and existing share capital structure

2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed, price calculation, and payment terms

3. Schedule 3 - Company Warranties: Comprehensive list of warranties given by the Company

4. Schedule 4 - Subscriber Warranties: Warranties given by the Subscriber

5. Schedule 5 - Completion Obligations: Detailed list of actions to be taken at completion

6. Schedule 6 - Reserved Matters: List of matters requiring special approval rights (if applicable)

7. Appendix A - Share Certificate Format: Format of share certificates to be issued

8. Appendix B - Board Resolution Format: Format of board resolution for share allotment

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
Act
Affiliate
Agreement
Applicable Law
Articles of Association
Board
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Director
Encumbrance
Equity Shares
Financial Year
Fully Diluted Basis
Governmental Authority
INR
Intellectual Property Rights
Material Adverse Effect
Memorandum of Association
Party/Parties
Person
Pre-Completion Period
RBI
Relative
Reserved Matters
ROC
SEBI
Securities
Shareholders
Shares
Subscription Price
Subscription Shares
Subsidiary
Tax
Transaction Documents
Transfer
Warranties
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

E-commerce

Retail

Infrastructure

Education

Telecommunications

Professional Services

Media and Entertainment

Clean Energy

Biotechnology

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment

Board of Directors

Corporate Affairs

Risk Management

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Investment Manager

Corporate Lawyer

Finance Director

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capitalist

Board Director

Managing Director

General Counsel

Fund Manager

Industries
Companies Act, 2013: Primary legislation governing company operations in India, including share issuance, allotment, and corporate compliance requirements
Indian Contract Act, 1872: Fundamental law governing contracts in India, covering aspects like offer, acceptance, consideration, and enforceability
Securities and Exchange Board of India Act, 1992: Regulates securities market and protects investor interests, including rules for share issuance and securities transfer
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018: Specific regulations governing the issuance of securities, disclosure requirements, and subscription processes
Foreign Exchange Management Act, 1999: Regulates foreign investment and cross-border transactions if the subscription involves foreign investors
Indian Stamp Act, 1899: Governs the stamp duty requirements for executing subscription agreements and related documents
Income Tax Act, 1961: Relevant for tax implications of share subscription, including provisions related to share pricing and valuation
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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