Shares Subscription Agreement Template for United States

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement for a Series A investment round where our tech startup is issuing 100,000 preferred shares to three venture capital firms, with standard anti-dilution and board appointment rights to be included, closing planned for March 2025."

Document background
A Shares Subscription Agreement is essential when a company wishes to issue new shares to investors, whether in a private placement or public offering. This document is particularly crucial in the United States, where securities issuance is heavily regulated by both federal and state laws. The agreement serves multiple purposes: it documents the investment terms, ensures regulatory compliance, provides legal protection for both parties, and establishes a clear framework for the share subscription process. It typically includes detailed information about the share class, price, payment terms, closing conditions, and various representations and warranties from both the company and the subscriber.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

4. Subscription and Payment Terms: Number of shares, price per share, and payment mechanics

5. Closing Conditions: Prerequisites that must be satisfied before shares are issued

6. Representations and Warranties: Statements of fact by both company and subscriber

7. Covenants: Ongoing obligations of the parties

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority shareholders

2. Pre-emptive Rights: Right of first refusal on future share issuances - include when existing shareholders need protection against dilution

3. Lock-up Provisions: Restrictions on share transfers - include when company wants to ensure stability of shareholding

4. Board Representation: Rights to appoint directors - include for significant investments

Suggested Schedules

1. Share Certificate: Form of share certificate to be issued

2. Disclosure Schedule: Exceptions to representations and warranties

3. Shareholders' Rights: Detailed description of shareholder rights and obligations

4. Corporate Documents: Articles of incorporation, bylaws, board resolutions

5. Accredited Investor Questionnaire: For private placements under Regulation D

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 governing registration and disclosure requirements for securities offerings, including mandatory disclosure of company information and financial statements to investors

Securities Exchange Act of 1934: Federal law establishing ongoing reporting requirements for publicly traded companies and regulating secondary market trading

Regulation D: SEC rules providing exemptions from federal registration requirements for private placement offerings, including Rules 504, 506(b), and 506(c)

Rule 144: SEC rule governing the resale of restricted and control securities, including holding period requirements and volume limitations

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

State Corporation Laws: State-specific laws governing corporate formation, governance, and operations, with Delaware General Corporation Law being particularly significant

Internal Revenue Code: Federal tax laws affecting share issuance, including provisions for stock options, Section 83(b) elections, and tax treatment of equity compensation

Exchange Rules: Requirements set by major stock exchanges (NYSE, NASDAQ) governing listed companies, including corporate governance and disclosure obligations

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

Investment Company Act: Federal law regulating investment companies and mutual funds, including registration and disclosure requirements

Hart-Scott-Rodino Act: Federal antitrust law requiring notification and review of certain acquisitions of voting securities

ERISA: Federal law governing employee benefit plans, including requirements for equity-based compensation in retirement plans

IRC Section 409A: Tax code section governing deferred compensation arrangements, including certain equity-based compensation structures

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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