Common Stock Subscription Agreement Generator for United States

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Key Requirements PROMPT example:

Common Stock Subscription Agreement

"I need a Common Stock Subscription Agreement for my Series A round where we're issuing 1 million shares of common stock to a group of five institutional investors, with standard registration rights and a 12-month lock-up period starting March 2025."

Document background
The Common Stock Subscription Agreement is a fundamental document in U.S. corporate finance, used when companies seek to raise capital by selling common stock to investors. It serves as the primary contract governing the sale of shares, ensuring compliance with SEC regulations and state securities laws. This agreement is particularly important for private placements and helps establish clear terms for share purchases, including price, quantity, representations, warranties, and closing conditions. It's commonly used in both early-stage funding rounds and later-stage capital raises.
Suggested Sections

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

2. Background: Explains the context of the subscription and the company's authorization to issue shares

3. Definitions: Key terms used throughout the agreement

4. Subscription and Purchase: Details of shares being purchased, price per share, and total consideration

5. Closing: Timing and mechanics of the transaction closing

6. Representations and Warranties of the Company: Company's statements about its legal status, authority, and share validity

7. Representations and Warranties of the Subscriber: Subscriber's statements about their authority and investment understanding

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Registration Rights: Rights to register shares for public trading - used when subscribers need ability to sell shares publicly in future

2. Board Representation: Rights to appoint board members - used for major investors receiving significant ownership

3. Tag-Along Rights: Right to join in sale of shares by other shareholders - used for minority investor protection

4. Lock-up Provisions: Restrictions on share transfers - used when company wants to ensure stable ownership

Suggested Schedules

1. Schedule A - Share Details: Details of shares being subscribed, including class, rights, and restrictions

2. Schedule B - Wire Instructions: Banking details for payment of subscription amount

3. Appendix A - Accredited Investor Questionnaire: Form to verify accredited investor status

4. Appendix B - Risk Factors: Detailed disclosure of investment risks

5. Appendix C - Company Information: Key information about the company's business and operations

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

Industries

Securities Act of 1933: Primary federal legislation regulating the offering of securities, including registration requirements and exemptions for primary issuance of stock

Securities Exchange Act of 1934: Federal law governing secondary trading of securities, reporting requirements, and anti-fraud provisions

Regulation D: SEC rules providing exemptions from federal registration requirements for private placement offerings

Rule 144: SEC rule governing the resale of restricted securities and control securities

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions within each state

State Corporation Laws: State-specific laws governing corporate formation, governance, and stock issuance (e.g., Delaware General Corporation Law)

Internal Revenue Code: Federal tax regulations affecting stock issuance, transfer, and related transactions

Investment Company Act of 1940: Federal legislation regulating investment companies and their securities offerings

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

JOBS Act: Federal legislation affecting private placements and crowdfunding regulations for securities offerings

SEC Form D Requirements: Filing requirements for companies conducting private placements under Regulation D

Rule 10b-5: SEC anti-fraud provision prohibiting deceptive practices in connection with securities transactions

Stock Exchange Rules: Listing and trading requirements imposed by stock exchanges for publicly traded securities

Accredited Investor Rules: SEC regulations defining qualified investors eligible to participate in certain private securities offerings

Integration Rules: SEC guidelines determining when multiple securities offerings should be treated as a single offering

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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