The Stock Issuance Agreement is a crucial document used when a Philippine corporation wishes to issue new shares to investors or existing shareholders. It serves as the primary legal instrument documenting the share subscription transaction, ensuring compliance with the Revised Corporation Code of the Philippines and Securities Regulation Code. This agreement is typically used in various scenarios including capital raising, strategic investments, employee stock ownership programs, or corporate restructuring. The document must address specific Philippine regulatory requirements, including foreign ownership restrictions if applicable, corporate approvals, and SEC regulations. It contains detailed provisions on share valuation, payment terms, representations and warranties, and closing conditions, while also considering tax implications and documentary requirements under Philippine law.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the issuing corporation and the subscriber(s) of the shares
2. Background: Context of the stock issuance, including corporate authorizations and purpose of the issuance
3. Definitions: Key terms used throughout the agreement
4. Subscription and Issuance: Details of shares being issued, including class, number, and par value
5. Purchase Price: Total consideration and price per share
6. Payment Terms: Method, timing, and conditions of payment for the shares
7. Closing: Conditions precedent, closing mechanics, and deliverables
8. Representations and Warranties: Statements of fact and assurances from both the company and subscriber
9. Covenants: Ongoing obligations of the parties
10. Default and Remedies: Consequences of breach and available remedies
11. Governing Law and Jurisdiction: Choice of Philippine law and jurisdiction for dispute resolution
12. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Pre-emptive Rights: Details of existing shareholders' rights to maintain their ownership percentage
2. Foreign Ownership Compliance: Required when shares are issued to foreign investors, ensuring compliance with Philippine foreign ownership restrictions
3. Tax Matters: Specific provisions regarding tax obligations and responsibilities
4. Registration Rights: Rights and procedures for future registration of shares with regulatory authorities
5. Board Seat Rights: Rights of subscriber to nominate board members, if applicable
6. Anti-dilution Protection: Provisions protecting subscriber from future dilution of ownership
7. Drag-along and Tag-along Rights: Rights in case of future sale of shares
1. Schedule A - Share Details: Detailed breakdown of shares being issued, including class, rights, and restrictions
2. Schedule B - Corporate Authorizations: Copies of board resolutions and shareholder approvals authorizing the issuance
3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule D - Payment Schedule: Detailed payment terms if involving installment payments
5. Appendix 1 - Form of Share Certificate: Template of the share certificate to be issued
6. Appendix 2 - Closing Checklist: List of all documents and actions required for closing
7. Appendix 3 - Shareholders' Agreement: If applicable, terms governing relationship between shareholders
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Agriculture
Mining
Professional Services
Education
Transportation
Entertainment
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Investor Relations
Risk Management
Corporate Planning
Board Secretariat
Corporate Communications
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Investment Manager
Corporate Lawyer
Finance Director
Board Director
Company President
Investor Relations Manager
Treasury Manager
Risk Management Officer
Business Development Manager
Corporate Planning Manager
Find the exact document you need
Pledge Agreement (Real Estate)
A Philippine law-governed security agreement where real property is pledged as collateral to secure a debt or obligation.
find out more
Membership Pledge Agreement
A Philippine law-governed agreement that establishes formal membership terms, rights, and obligations between an organization and its members.
find out more
Motor Vehicle Security Agreement
A Philippine law-governed agreement establishing a security interest in a motor vehicle as collateral for a loan or financial obligation.
find out more
Security Interest Contract
A Philippine law-governed agreement creating a security interest in assets to secure an obligation, subject to the Personal Property Security Act and related legislation.
find out more
Real Estate Security Agreement
A Philippine law-governed agreement creating a security interest over real property as collateral for a loan or obligation.
find out more
Personal Information Confidentiality Agreement
A Philippine law-compliant agreement establishing confidentiality obligations for handling personal information, aligned with the Data Privacy Act of 2012.
find out more
Security Agreement For Promissory Note
A Philippine law-governed security agreement that creates a security interest in collateral to secure obligations under a promissory note.
find out more
Stock Transfer Agreement Gift
A Philippine law-compliant agreement for the gratuitous transfer of corporate shares from a donor to a donee, incorporating necessary tax and regulatory requirements.
find out more
Security Deposit Agreement
A Philippine law-governed agreement establishing terms for handling, maintaining, and returning a security deposit between parties, typically used in property rental or service arrangements.
find out more
Penetration Testing Confidentiality Agreement
A Philippine-law governed agreement establishing confidentiality terms and authorized activities for cybersecurity penetration testing services.
find out more
Data Privacy Contract
A Philippine law-compliant contract governing personal data processing arrangements between parties, aligned with the Data Privacy Act of 2012.
find out more
Collateral Substitution Agreement
A Philippine law-governed agreement enabling the substitution of loan collateral while maintaining security interest continuity and regulatory compliance.
find out more
Agreement To Exclude Security Of Tenure
A Philippine law-compliant agreement that establishes fixed-term employment by excluding security of tenure provisions, subject to Labor Code requirements.
find out more
Security Agreement Contract
A Philippine law-governed agreement creating security interests over collateral to secure obligations, complying with the Personal Property Security Act.
find out more
Stock Collateral Loan Agreement
A Philippine law-governed agreement establishing terms for a loan secured by shares of stock, including collateral arrangements and enforcement mechanisms.
find out more
Stock Pledge And Security Agreement
A Philippine law-governed agreement creating a security interest over shares of stock as collateral for securing obligations.
find out more
Tri Party Collateral Agreement
A Philippine law-governed agreement establishing arrangements between three parties for the management and custody of collateral assets.
find out more
Purchase Money Security Agreement
A Philippine law-governed agreement creating a security interest in purchased property, establishing purchase terms and secured party's rights under the Personal Property Security Act.
find out more
Loan Against Shares Agreement
A Philippine law-governed agreement establishing terms for a loan secured by shares as collateral, detailing pledge arrangements and security mechanisms.
find out more
Note And Security Agreement
A Philippine law-governed agreement combining loan terms and security arrangements, establishing both debt obligations and collateral rights.
find out more
Debenture Trustee Agreement
A Philippine law-governed agreement appointing and establishing the duties of a trustee to protect debenture holders' interests in a debenture issuance.
find out more
Irrevocable Pledge Agreement
A Philippine law-governed security agreement creating an irrevocable pledge over specific assets as collateral for securing obligations.
find out more
Guaranty And Security Agreement
A Philippine law-governed agreement combining a personal guarantee with security interests in collateral to secure obligations, subject to local secured transactions laws.
find out more
Global Master Repurchase Agreement
A master agreement for repurchase transactions in the Philippines, compliant with BSP and SEC regulations, governing securities financing between financial institutions.
find out more
Equipment Security Agreement
A Philippine law-governed agreement creating security interests in equipment as collateral for loans or obligations, regulated under the Personal Property Security Act.
find out more
Auto Loan Security Agreement
A Philippine law-governed agreement creating a security interest in a financed vehicle, establishing loan terms and collateral arrangements under local banking and consumer protection regulations.
find out more
Personal Security Agreement
A legally-binding agreement under Philippine law that establishes terms and conditions for security service provision, ensuring compliance with RA 5487 and related regulations.
find out more
Omnibus Loan And Security Agreement
A Philippine law-governed agreement combining multiple loan facilities and security arrangements into a single comprehensive financing document.
find out more
Collateral Account Control Agreement
A Philippine law-governed agreement establishing control over a bank account as collateral security between an account holder, secured party, and deposit bank.
find out more
Collateral Account Agreement
A Philippine law-governed agreement establishing security over a bank account and its contents, setting out control and enforcement rights.
find out more
Chattel Security Agreement
A Philippine law-governed agreement creating security interests in personal property (chattel) to secure obligations, regulated under the Personal Property Security Act.
find out more
Account Control Agreement Collateral
A Philippine law-governed tripartite agreement establishing control over deposit accounts as collateral security, enabling perfection of security interests under local law.
find out more
Retail Installment Contract And Security Agreement
A Philippine law-governed agreement combining retail installment sales terms with security provisions for consumer goods purchases, ensuring seller protection and compliance with local consumer protection laws.
find out more
Subordinated Creditors Security Agreement
A Philippine law-governed agreement establishing security interests and creditor priorities in secured financing arrangements, regulating relationships between senior and subordinated creditors.
find out more
Personal Loan Contract With Collateral
A Philippine law-governed agreement establishing terms for a personal loan secured by collateral, including security interest provisions and regulatory compliance requirements.
find out more
Shareholder Agreement Transfer Of Shares
A Philippine law-governed agreement documenting the transfer of shares between shareholders, setting out terms, conditions, and regulatory compliance requirements.
find out more
Stock Transfer Restriction Agreement
A Philippine law-governed agreement that establishes restrictions and procedures for corporate share transfers, protecting existing shareholders' interests and maintaining ownership control.
find out more
Third Party Collateral Agreement
A Philippine law-governed agreement where a third party provides their assets as collateral to secure another party's obligations to a creditor.
find out more
Security Control Agreement
A Philippine-law governed agreement establishing security control measures and compliance requirements, ensuring alignment with local data protection and cybersecurity regulations.
find out more
Key Holding Agreement
A Philippine-compliant agreement establishing terms for professional key custody services, including security protocols and liability arrangements.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)