Deed Of Assignment Of Stock Subscription Generator for the USA

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Deed Of Assignment Of Stock Subscription

"I need a Deed of Assignment of Stock Subscription to transfer my pre-IPO stock subscription rights in a tech startup to a private equity firm, with completion scheduled for March 15, 2025, including specific provisions for regulatory compliance and staged payment terms."

Document background
The Deed of Assignment of Stock Subscription is utilized when an original subscriber wishes to transfer their rights to subscribe for shares to another party before the actual issuance of shares. This document is particularly important in the United States where securities transfers are heavily regulated at both federal and state levels. The deed includes essential details such as the parties involved, consideration paid, warranties, and any conditions attached to the transfer. It must comply with SEC requirements, state securities laws, and the company's constitutional documents. This type of assignment is common in private placements, startup funding rounds, and corporate restructuring situations.
Suggested Sections

1. Parties: Identification of assignor and assignee, including full legal names and addresses

2. Background: Context of the original subscription and reason for assignment, including details of the original subscription agreement

3. Definitions: Key terms used throughout the deed including 'Subscription Rights', 'Shares', 'Assignment Date', etc.

4. Assignment: Core provision transferring rights from assignor to assignee, including specific details of what is being assigned

5. Consideration: Details of payment or value exchanged for the assignment

6. Warranties: Assignor's warranties regarding ownership, right to assign, and absence of encumbrances

7. Execution: Signature blocks, witnessing requirements, and execution formalities

Optional Sections

1. Company Consent: Section covering company's approval of the assignment, required when company's articles mandate consent for transfers

2. Tax Indemnity: Provisions dealing with tax implications and associated indemnities for the transfer

3. Further Assurance: Commitment to execute additional documents if needed for completing the assignment

Suggested Schedules

1. Schedule 1 - Original Subscription Agreement: Copy of the subscription agreement being assigned

2. Schedule 2 - Share Certificate: Details of shares being transferred including certificate numbers and class of shares

3. Schedule 3 - Company Resolution: Board resolution approving the transfer (if required)

4. Schedule 4 - Transfer Forms: Statutory forms required for share transfer under applicable laws

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: Federal law requiring registration of securities offerings and governing disclosure requirements for public offerings

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets

State Blue Sky Laws: State-specific securities regulations governing securities offerings and transfers within each state's jurisdiction

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate structure and stock transfers (if applicable)

UCC Article 8: Uniform Commercial Code provisions governing investment securities, including transfer and ownership rights

UCC Article 9: Uniform Commercial Code provisions governing secured transactions, including security interests in investment securities

Internal Revenue Code: Federal tax laws governing the tax implications of stock transfers and assignments

State Contract Laws: State-specific laws governing contract formation, enforcement, and the Statute of Frauds requirements

SEC Rules and Regulations: Federal regulatory requirements governing securities transfers, reporting obligations, and compliance

State Recording Requirements: State-specific requirements for recording and documenting stock assignments and transfers

Corporate Bylaws Compliance: Internal corporate governance rules that may affect stock transfers and assignments

Transfer Restriction Regulations: Federal and state regulations governing holding periods and transfer restrictions for securities

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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