Shares Subscription Agreement

Shares Subscription Agreement Template for Hong Kong

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Shares Subscription Agreement

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

"I need a Share Subscription Agreement under Hong Kong law for a tech startup issuing Series A preferred shares to three venture capital investors, with a total investment of HK$50 million and including standard pre-emptive rights and board appointment rights for the lead investor."

Document background

The Shares Subscription Agreement is a fundamental document used in Hong Kong corporate transactions when a company issues new shares to investors. It serves as the primary instrument for documenting share subscriptions, whether for startup funding, capital raising, or strategic investments. The agreement must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance, making it suitable for both private and public company share issuances. It typically includes detailed provisions on share pricing, payment terms, conditions precedent, completion mechanics, representations and warranties, and various protective clauses for both issuer and subscriber. The document is essential for maintaining clear records of share ownership, ensuring regulatory compliance, and protecting the interests of all parties involved in the share subscription process.

Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s)

2. Background: Context of the transaction, including company's capital structure and purpose of subscription

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription: Core terms of the subscription including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription

6. Completion: Details of the completion process, timing, and deliverables

7. Company's Representations and Warranties: Company's confirmations about its status, share capital, and business

8. Subscriber's Representations and Warranties: Subscriber's confirmations about capacity, funds source, and investment intent

9. Covenants: Ongoing obligations of the parties pre and post-completion

10. Confidentiality: Obligations regarding confidential information

11. Announcements: Requirements for public announcements about the subscription

12. Costs and Expenses: Allocation of transaction costs and expenses

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments

15. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction provisions

Optional Sections

1. Tag-Along Rights: Include when minority shareholders are to be given the right to join in sales by majority shareholders

2. Pre-emptive Rights: Include when existing shareholders are to have priority rights in future share issues

3. Board Appointment Rights: Include when subscriber is to have the right to appoint directors

4. Anti-dilution Protection: Include when subscriber is to be protected against future dilutive share issues

5. Multiple Closings: Include when the subscription will occur in multiple tranches

6. Regulatory Compliance: Include specific sections when deal requires specific regulatory approvals

7. Information Rights: Include when subscriber is to have specific information or inspection rights

8. Non-Competition and Non-Solicitation: Include when parties agree to restrictions on competitive activities

9. Put and Call Options: Include when parties want rights to force sale or purchase of shares in specific circumstances

Suggested Schedules

1. Company Information: Details of the company including corporate information and capital structure

2. Subscription Shares Details: Detailed description of the shares being issued including rights and restrictions

3. Warranties: Detailed warranties given by the company and/or subscribers

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Form of Board Resolutions: Template board resolutions approving the share issue

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

7. Disclosure Letter: Exceptions and qualifications to the warranties

8. Shareholder Particulars: Details of existing and new shareholders post-subscription

9. Required Regulatory Approvals: List of required regulatory approvals and status

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Clauses

Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

E-commerce

Professional Services

Consumer Goods

Energy

Infrastructure

Telecommunications

Media & Entertainment

Biotechnology

Education

Retail

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Investment

Board of Directors

Company Secretariat

Corporate Affairs

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Board Director

Company Secretary

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

Corporate Development Manager

Find the exact document you need

Buy Sell Agreement (Insurance)

A Hong Kong law-governed agreement for the transfer of insurance business interests or policies between parties, ensuring regulatory compliance and protecting stakeholder interests.

��������Ƶ

How ��������Ƶ reduced drafting time by 75% for a legal firm

Let's create your Shares Subscription Agreement

Authors

Alex Denne

Find the exact document you need

Buy Sell Agreement (Insurance)

Sell Agreement Letter

Vehicle Sales Contract Form

Buy Sell Contract

Contract For Repayment Of Money

Sell Agreement

Camp Waiver Form

Offer Of Employment Contract

Conditional Offer Of Employment

Contract Of Sale Condominium Unit

Vehicle Bill Of Sale Form

Lot Purchase Agreement

Oil Purchase Agreement

Oil And Gas Purchase And Sale Agreement

Shares Subscription Agreement

Commercial Real Estate Purchase Agreement

Vehicle Agreement Between Two Parties

Purchase Agreement Contract

Commercial Agreement

Contract Of Purchase And Sale Addendum

Download our whitepaper on the future of AI in Legal

�ұ�Ծ���’s Security Promise

Your documents are private:

Your documents are protected:

Organizational security

Innovation in privacy:

Want to know more?

Use Cases

��Ƶ

How ��Ƶ reduced drafting time by 75% for a legal firm

�ұ�Ծ��’s Security Promise