Startup Subscription Agreement Generator for United States

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Key Requirements PROMPT example:

Startup Subscription Agreement

"I need a Startup Subscription Agreement for my AI software company's Series A round, where we're offering preferred shares to three venture capital firms with a total investment of $5 million, planned for closing in March 2025."

Document background
The Startup Subscription Agreement is essential when raising capital for early-stage companies in the United States. It serves as the primary document for formalizing investment terms and ensuring compliance with SEC regulations and state securities laws. This agreement is typically used during seed rounds, Series A, or subsequent funding rounds, providing detailed information about the investment amount, share price, investor rights, and company obligations. The document must address both federal requirements under Regulation D and state-specific Blue Sky Laws, making it a crucial tool for protecting both the startup and its investors.
Suggested Sections

1. Parties: Identification of the company (issuer) and subscriber, including full legal names and addresses

2. Background: Context of the subscription offering and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including securities-related terminology

4. Subscription and Purchase: Details of shares/units being subscribed for and purchase price

5. Payment Terms: Method and timing of payment for subscribed shares

6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance with securities laws

7. Closing Conditions: Conditions that must be met before the subscription can be completed

8. Closing Mechanics: Process and requirements for completing the subscription transaction

9. Governing Law: Specification of applicable law and jurisdiction

Optional Sections

1. Right of First Refusal: Optional provisions giving the company right to purchase shares before they can be sold to third parties

2. Tag-Along Rights: Optional provisions allowing minority shareholders to join in sale of majority shares

3. Drag-Along Rights: Optional provisions enabling majority shareholders to force minority shareholders to join in sale

4. Lock-up Period: Optional restrictions on transfer of shares for a specified period

5. Information Rights: Optional provisions regarding shareholder access to company information and financial statements

Suggested Schedules

1. Schedule A - Share Certificate: Form of share certificate to be issued upon completion of subscription

2. Schedule B - Accredited Investor Questionnaire: Form to verify accredited investor status as required by securities regulations

3. Schedule C - Company Information: Details about company structure, capitalization, and business operations

4. Schedule D - Risk Factors: Comprehensive disclosure of investment risks and considerations

5. Schedule E - Shareholders' Agreement: Copy of or reference to existing shareholders' agreement if applicable

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
Clauses
Industries

Federal Securities Laws: Primary federal framework including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D (Rules 506(b) and 506(c)), Regulation A+, and JOBS Act provisions

Blue Sky Laws: State-specific securities laws covering registration requirements, exemptions, and disclosure requirements that vary by state

Corporate Law: State-specific corporation laws, particularly Delaware General Corporation Law if incorporated in Delaware, governing corporate structure and operations

Investment Company Act: The Investment Company Act of 1940, requiring compliance with relevant exemptions if applicable to the startup's structure

Tax Legislation: Internal Revenue Code and state tax laws governing tax implications for both issuer and subscriber in the subscription agreement

Electronic Signature Laws: ESIGN Act and Uniform Electronic Transactions Act (UETA) governing the validity of electronic signatures in subscription agreements

Anti-Money Laundering Regulations: Bank Secrecy Act and USA PATRIOT Act requirements for verifying source of funds and investor identity

Privacy Laws: Federal and state-specific privacy regulations governing the handling of investor personal information

Accredited Investor Rules: SEC definitions and requirements for accredited investors, including verification requirements for certain offerings

Integration Rules: SEC guidelines governing the integration of multiple offerings and their impact on exemption availability

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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