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A Subscription Agreement lays out the terms when someone invests in shares of a Philippine corporation, spelling out exactly how many shares they'll buy and at what price. It's a key document that protects both the company and the investor by clearly stating their rights and obligations under Philippine Corporation Law.

This binding contract typically includes payment schedules, warranties about the company's condition, and any restrictions on selling the shares later. For Filipino startups and growing businesses, it's an essential tool for raising capital while ensuring compliance with Securities and Exchange Commission requirements and the Revised Corporation Code.

Use a Subscription Agreement when your Philippine corporation plans to issue new shares to investors, especially during funding rounds or capital-raising efforts. This becomes crucial when bringing in new stockholders, as it formally documents their commitment to purchase shares and protects both parties' interests.

The agreement proves particularly valuable during startup funding, private placements, or when structuring employee stock ownership plans. It helps satisfy SEC requirements for share issuance and provides clear documentation for corporate records, tax purposes, and future due diligence. Many Philippine companies prepare it alongside their term sheets and shareholder agreements.

• Common Stock Subscription Agreement: Used for standard share purchases by individual investors, with basic terms and voting rights
• Corporate Subscription Agreement: Tailored for business-to-business investments with more complex governance provisions
• Contract For Subscription Services: Focuses on recurring service arrangements rather than equity investment
• Software As A Service Subscription Agreement: Specialized for tech companies offering software services
• Loan Note Subscription Agreement: Used for debt investments that may convert to equity later

• Corporate Issuers: Philippine companies offering shares, usually represented by their board of directors and corporate secretary who oversee the share issuance process
• Investors: Individual or institutional buyers purchasing shares, including venture capitalists, angel investors, and private equity firms
• Corporate Lawyers: Draft and review Subscription Agreements to ensure SEC compliance and protect client interests
• Investment Bankers: Structure deals and often facilitate the subscription process for larger transactions
• Company Officers: CEOs, CFOs, and other executives who negotiate terms and execute agreements on behalf of the corporation

• Company Details: Gather corporate documents, including SEC registration, articles of incorporation, and latest general information sheet
• Share Information: Calculate exact number of shares, price per share, and total subscription amount
• Payment Terms: Define payment schedule, installment amounts, and consequences of default
• Investor Details: Collect complete information about subscribers, including tax identification and contact details
• Board Approval: Secure necessary corporate authorizations and board resolutions
• Digital Templates: Use our platform to generate a legally-compliant Subscription Agreement, ensuring all required elements are properly included

• Parties and Recitals: Full legal names, addresses, and SEC registration details of the company and subscriber
• Share Details: Number, class, and par value of shares being subscribed to
• Payment Terms: Price per share, total subscription amount, and payment schedule
• Representations: Company's authority to issue shares and subscriber's capacity to invest
• Transfer Restrictions: Rules on selling or transferring subscribed shares
• Governing Law: Philippine laws and SEC regulations that apply
• Execution Block: Signature spaces with complete details of authorized signatories

A Subscription Agreement differs significantly from a Bond Purchase Agreement in several key aspects, though both are investment instruments in the Philippines. While they might seem similar at first glance, their legal implications and purposes are quite distinct.

• Investment Type: Subscription Agreements deal with equity ownership through shares, while Bond Purchase Agreements involve debt instruments with fixed returns
• Ownership Rights: Share subscribers become part-owners with voting rights; bondholders are creditors without ownership stake
• Return Structure: Shares offer variable returns through dividends and capital appreciation; bonds provide fixed interest payments
• SEC Requirements: Share subscriptions need specific SEC clearances and disclosures; bond issuances follow different regulatory frameworks
• Duration: Share ownership is perpetual unless transferred; bonds have fixed maturity dates