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Form Of Subscription Agreement

Form Of Subscription Agreement Template for Australia

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"I need a Form of Subscription Agreement for my Australian tech startup issuing Series A preferred shares to three sophisticated investors, with anti-dilution rights and a requirement for FIRB approval for one foreign investor, to be completed by March 2025."

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Document background
The Form of Subscription Agreement is a crucial document in Australian corporate transactions, used when a company wishes to issue new shares to investors or when existing shares are being transferred. This agreement is essential for both private and public companies raising capital, whether through seed funding, private placements, or larger capital raises. It must comply with the Corporations Act 2001 (Cth) and ASIC regulations, particularly regarding disclosure requirements and investor qualifications. The document typically includes details about the share issue, payment terms, representations and warranties, and completion mechanics. It's particularly important in ensuring proper documentation of the transaction and protecting both the issuing company's and subscribers' interests while maintaining regulatory compliance.
Suggested Sections

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

2. Background: Sets out the context of the agreement, including the company's intention to issue shares and the subscriber's intention to subscribe

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Application and Acceptance: Details the process for applying for shares and the company's right to accept or reject the application

5. Subscription: Specifies the number of shares, class of shares, and subscription price

6. Payment Terms: Sets out the payment method, timing, and consequences of non-payment

7. Completion: Details the completion process, including timing and obligations of each party

8. Representations and Warranties: Contains standard representations and warranties from both the company and subscriber

9. Confidentiality: Establishes obligations regarding confidential information

10. Notices: Specifies how formal notices under the agreement must be given

11. General Provisions: Contains standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Sophisticated Investor Declaration: Required when the subscriber needs to qualify as a sophisticated investor under s708 of the Corporations Act

2. Foreign Investment Conditions: Required when the subscriber is a foreign person under FIRB regulations

3. Shareholder Agreement Accession: Required when subscribers must accede to an existing shareholder agreement

4. Anti-dilution Rights: Optional protection for investors against future dilution of their shareholding

5. Tag-Along Rights: Optional right for minority shareholders to join in the sale of shares by majority shareholders

6. Pre-emptive Rights: Optional right of first refusal on future share issues

7. KYC Requirements: Additional section for enhanced due diligence requirements for certain subscribers

Suggested Schedules

1. Share Subscription Details: Detailed breakdown of share numbers, classes, and prices

2. Company Information: Key company details including corporate structure and capital structure

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Share Certificate: Template of the share certificate to be issued

5. Sophisticated Investor Certificate: Standard form certificate for sophisticated investor qualification

6. Warranty Schedule: Detailed warranties given by the company regarding its business and affairs

7. Constitution Amendments: Any required amendments to the company constitution

8. FIRB Declaration Form: Standard form for foreign investment declarations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
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Relevant Industries

Technology

Financial Services

Real Estate

Healthcare

Mining and Resources

Retail

Manufacturing

Professional Services

Agriculture

Energy

Infrastructure

Telecommunications

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Board of Directors

Company Secretariat

Investment

Treasury

Corporate Advisory

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Board Director

Investment Analyst

Corporate Advisory Manager

Private Equity Manager

Venture Capital Manager

Financial Controller

Risk Manager

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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