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Subscription Agreement Private Placement for Philippines

Subscription Agreement Private Placement Template for Philippines

A comprehensive legal agreement governed by Philippine law that documents the terms and conditions under which an investor subscribes to private placement shares in a company. This agreement ensures compliance with the Securities Regulation Code and related Philippine securities regulations while detailing the subscription amount, share price, investor representations, and company warranties. It includes essential provisions for regulatory compliance, transfer restrictions, and investor rights, specifically tailored to meet Philippine private placement requirements and corporate law standards.

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What is a Subscription Agreement Private Placement?

The Subscription Agreement Private Placement is a crucial document used in Philippine private securities offerings when companies seek to raise capital without public offering. It is specifically designed to comply with the Securities Regulation Code (Republic Act No. 8799) and its implementing rules, which provide exemptions from registration for private placements. This agreement is typically used when companies offer securities to a limited number of qualified buyers or institutional investors, documenting the terms of investment, subscriber qualifications, and regulatory compliance requirements. The document incorporates essential Philippine corporate law requirements, securities regulations, and standard market practices for private placements, making it a fundamental tool for private capital raising in the Philippine market.

What sections should be included in a Subscription Agreement Private Placement?

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

2. Background: Context of the private placement, including company information and purpose of the offering

3. Definitions: Key terms used throughout the agreement

4. Subscription and Payment: Details of shares being subscribed to, price per share, and payment terms

5. Closing Conditions: Conditions precedent to the completion of the subscription

6. Subscriber Representations and Warranties: Declarations regarding subscriber's eligibility, financial capacity, and understanding of investment risks

7. Company Representations and Warranties: Company's declarations regarding its status, authority, and share issuance

8. Regulatory Compliance: Compliance with Philippine securities laws and private placement requirements

9. Restricted Securities: Transfer restrictions and requirements for private placement shares

10. Confidentiality: Protection of confidential information exchanged during the subscription process

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Philippine law governance and dispute resolution procedures

13. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement

What sections are optional to include in a Subscription Agreement Private Placement?

1. Tag-Along Rights: Optional protection for minority investors in case of sale by major shareholders

2. Pre-emptive Rights: Right of first refusal on future share issuances

3. Board Seat Rights: For substantial investments that may warrant board representation

4. Foreign Investment Provisions: Required when subscribers include foreign investors

5. Tax Provisions: Detailed tax treatment and obligations when specific tax structures are needed

6. Anti-Dilution Protection: Protection against future dilution of shareholding

7. Registration Rights: Rights related to future public offering or registration of shares

What schedules should be included in a Subscription Agreement Private Placement?

1. Schedule 1 - Subscription Details: Detailed breakdown of shares, price, and payment terms

2. Schedule 2 - Subscriber Information: Detailed information about the subscriber including KYC documents

3. Schedule 3 - Company Information: Key corporate information including capitalization table

4. Schedule 4 - Closing Checklist: List of documents and actions required for closing

5. Appendix A - Form of Board Resolution: Template for corporate approvals required

6. Appendix B - Form of Shareholders' Resolution: If shareholder approval is required

7. Appendix C - Share Certificate Form: Template for share certificates to be issued

8. Appendix D - Deed of Adherence: If subscriber must adhere to existing shareholders' agreement

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

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





















































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Relevant Industries

Technology

Real Estate

Manufacturing

Financial Services

Healthcare

Energy

Infrastructure

Telecommunications

Consumer Goods

Agriculture

Mining

Education

Transportation

Retail

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment

Treasury

Board of Directors

Corporate Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Director

Compliance Officer

Corporate Treasurer

Board Director

Investment Manager

Private Equity Manager

Venture Capital Manager

Corporate Finance Manager

General Counsel

Managing Director

Finance Director

Industries








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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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