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Shareholder Subscription Agreement Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for our Series A funding round where a venture capital firm is subscribing for 25% of our technology company's shares, with completion planned for March 2025 and including both tag-along and drag-along rights."

Document background
The Shareholder Subscription Agreement is a fundamental document in corporate transactions under English and Welsh law, used when a company issues new shares to investors or existing shareholders. It serves as the primary contract documenting the terms of share subscription, including payment obligations, warranties, and completion requirements. This agreement is particularly crucial in investment rounds, corporate restructuring, and employee share schemes, ensuring compliance with the Companies Act 2006 and other relevant legislation. The document provides legal certainty and protection for both the issuing company and the subscribers, establishing clear rights and obligations for all parties involved.
Suggested Sections

1. Parties: Identification of the company and subscribing shareholders

2. Background: Context of the subscription and company status

3. Definitions: Key terms used throughout the agreement

4. Subscription: Details of shares being subscribed for and payment terms

5. Completion: Timing and mechanics of the subscription completion

6. Warranties: Standard representations and warranties by both parties

7. Notices: Communication procedures between parties

8. Governing Law: Specification of English and Welsh law jurisdiction

Optional Sections

1. Tag-Along Rights: Used when minority shareholders need protection in sale scenarios

2. Drag-Along Rights: Used when majority shareholders need power to force sale participation

3. Anti-dilution Provisions: Used for protecting existing shareholders in future funding rounds

4. Board Appointment Rights: Used when subscribers require board representation

Suggested Schedules

1. Share Capital Structure: Details of existing and post-subscription share capital

2. Warranties: Detailed company and subscriber warranties

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

4. Shareholders' Particulars: Details of all shareholders and their holdings

5. Board Resolutions: Forms of board resolutions required for completion

Authors

Alex Denne

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation, share capital, allotment provisions, directors' duties, pre-emption rights, share transfer restrictions, and company constitution requirements

Financial Services and Markets Act 2000 (FSMA): Regulates financial promotion restrictions, regulated activities provisions, and prospectus requirements for share offerings

Financial Services Act 2012: Updates to FSMA regulations and financial conduct requirements, modernizing the UK's financial regulatory framework

FCA Rules: Financial Conduct Authority regulations governing public share offerings and prospectus requirements for larger offerings

UK Listing Rules: Regulations for listed companies or those planning to list, including disclosure requirements and ongoing obligations

Income Tax Act 2007: Tax legislation relevant to share subscriptions and shareholder taxation

Corporation Tax Act 2010: Corporate tax implications for share issuance and company restructuring

Money Laundering Regulations 2017: Requirements for due diligence and anti-money laundering procedures in share subscriptions

UK Corporate Governance Code: Best practice recommendations for corporate governance, particularly relevant for listed companies

Market Abuse Regulation (MAR): Regulations preventing market abuse and ensuring fair trading in securities

PSC Regulations: People with Significant Control regulations requiring disclosure of individuals with significant control over the company

English Common Law: Body of case law establishing principles on shareholder rights, obligations, and contractual interpretation

Stamp Duty Regulations: Tax regulations governing stamp duty and stamp duty reserve tax on share transfers and subscriptions

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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