Stock Subscription Agreement Template for India

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Key Requirements PROMPT example:

Stock Subscription Agreement

"I need a Stock Subscription Agreement for my tech startup based in Bangalore, where a US-based venture capital firm will subscribe to 15% of our company's shares in Series A funding, with completion expected by March 2025 and including standard anti-dilution and board nomination rights."

Document background
The Stock Subscription Agreement is a crucial document in Indian corporate transactions, used when a company issues new shares to raise capital from investors. It serves as the primary legal instrument governing the subscription of shares, typically employed in private placements, preferential allotments, or investment rounds. The agreement must comply with various Indian regulations, including the Companies Act, 2013, SEBI guidelines, and foreign investment rules if applicable. It contains detailed provisions about the share issuance, valuation, investor rights, and completion procedures, while also incorporating necessary safeguards for both the issuing company and the subscribers. This document is particularly important in the current Indian business landscape where companies frequently seek capital infusion for growth and expansion.
Suggested Sections

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

2. Background: Explains the context of the share subscription and the company's capital structure

3. Definitions: Defines key terms used throughout the agreement

4. Subscription and Payment: Details of shares being subscribed, price per share, and payment terms

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

6. Completion: Process and requirements for closing the transaction

7. Company Representations and Warranties: Company's statements about its legal status, business, and authority

8. Subscriber Representations and Warranties: Subscriber's statements about their capacity and authority to enter the agreement

9. Covenants: Ongoing obligations of the parties

10. Indemnification: Provisions for compensation in case of breach or misrepresentation

11. Termination: Circumstances under which the agreement can be terminated

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

15. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

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

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

3. Anti-Dilution Protection: Protection against dilution of shareholding in future rounds

4. Board Nomination Rights: Rights to nominate directors to the company's board

5. Information Rights: Rights to receive periodic financial and operational information

6. Pre-emptive Rights: Rights to participate in future share issuances

7. Lock-in Provisions: Restrictions on transfer of shares for a specified period

8. Exit Rights: Provisions regarding IPO, strategic sale, or other exit mechanisms

9. FCPA/Anti-corruption Provisions: Required for foreign investors or cross-border transactions

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of company's existing share capital and shareholding pattern

2. Schedule 2 - Subscription Details: Specific details of shares being subscribed, including class, numbers, and price

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

4. Schedule 4 - Company Warranties: Detailed company representations and warranties

5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required at completion

6. Schedule 6 - Corporate Information: Key corporate information including directors, officers, and material contracts

7. Appendix A - Board Resolution: Copy of board resolution approving the share issuance

8. Appendix B - Shareholders' Resolution: Copy of shareholders' resolution, if required

9. Appendix C - Form Requirements: Templates of required regulatory forms (e.g., PAS-4, PAS-5)

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
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

E-commerce

Real Estate

Infrastructure

Renewable Energy

Consumer Goods

Telecommunications

Education

Professional Services

Biotechnology

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Corporate Secretarial

Investment

Treasury

Board of Directors

Executive Management

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Manager

Compliance Officer

Corporate Finance Manager

Investment Banker

Director of Business Development

Board Member

Managing Director

Finance Director

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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