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Unit Subscription Agreement Template for England and Wales

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Key Requirements PROMPT example:

Unit Subscription Agreement

"I need a Unit Subscription Agreement for a tech-focused venture capital fund based in London, where an institutional investor is subscribing for £5 million worth of units, with closing expected by March 2025."

Document background
The Unit Subscription Agreement serves as the primary documentation for investments in collective investment schemes, funds, and other investment vehicles under English and Welsh law. It is typically used when an investor wishes to acquire units in a fund or similar investment structure. The agreement captures essential terms including subscription details, payment obligations, representations and warranties, and regulatory compliance requirements. It is particularly important in the context of private funds, where it helps ensure compliance with Financial Conduct Authority (FCA) regulations and other applicable UK legislation.
Suggested Sections

1. Parties: Identification of the contracting parties including the issuer and subscriber

2. Background: Context of the subscription and brief description of the investment vehicle

3. Definitions: Key terms used throughout the agreement

4. Subscription: Details of units being subscribed for and subscription price

5. Payment Terms: Timing and method of payment for units

6. Representations and Warranties: Statements of fact and assurances from both parties

7. Closing Conditions: Conditions that must be satisfied before completion

Optional Sections

1. Transfer Restrictions: Limitations on unit transfers, used when units have restricted transferability

2. Tag-Along Rights: Rights of minority unitholders to join in sale, relevant for private equity structures

3. Drag-Along Rights: Rights to force minority unitholders to join in sale, relevant for private equity structures

Suggested Schedules

1. Subscription Details: Detailed breakdown of units, prices, and payment information

2. Form of Unit Certificate: Template for the unit certificate to be issued

3. KYC Requirements: List of required due diligence documents

4. Constitutional Documents: Copies of relevant constitutional documents of the investment vehicle

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

Relevant legal definitions














































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share/unit issuance, statutory pre-emption rights, and company administration and filing requirements

Financial Services and Markets Act 2000 (FSMA): Key financial services legislation covering financial promotion restrictions, regulated activities provisions, and prospectus requirements

Limited Partnerships Act 1907: Legislation governing partnership structures, including rights and obligations of partners, relevant if units are in a limited partnership

FCA Regulations: Regulatory framework covering financial promotion rules, collective investment schemes regulations, and AIFMD requirements

Money Laundering Regulations 2017: Regulations covering due diligence requirements and Know Your Customer (KYC) obligations

Income Tax Act 2007: Tax legislation relevant for income tax implications of unit subscriptions

Corporation Tax Act 2010: Tax legislation governing corporate tax implications of unit subscriptions

Stamp Duty Reserve Tax Regulations: Tax regulations concerning stamp duty on unit transfers and subscriptions

Contract Law Principles: Common law principles covering offer, acceptance, consideration, and intention to create legal relations

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal information of subscribers

European Union (Withdrawal) Act 2018: Brexit-related legislation affecting cross-border investments and regulatory compliance

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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