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Stock Subscription Agreement

Stock Subscription Agreement Template for Pakistan

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Key Requirements PROMPT example:

Stock Subscription Agreement

"I need a Stock Subscription Agreement under Pakistani law for a tech startup issuing Series A preferred shares to a foreign venture capital investor, with a planned closing date of March 15, 2025, including tag-along rights and board representation provisions."

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Document background
The Stock Subscription Agreement serves as a crucial document in Pakistani corporate transactions, used when a company wishes to issue new shares to investors in exchange for capital investment. This agreement, governed by Pakistani law including the Companies Act 2017 and Securities Act 2015, outlines the terms under which investors will subscribe to newly issued shares, including the number of shares, price per share, and payment mechanisms. It contains essential provisions protecting both the issuing company and the subscriber through representations, warranties, and conditions precedent. The document must comply with specific requirements of the Securities and Exchange Commission of Pakistan (SECP) and may need additional provisions when involving foreign investors under the Foreign Exchange Regulation Act. The Stock Subscription Agreement is particularly important in private placements, startup funding rounds, and corporate restructuring where new capital is being raised through share issuance.
Suggested Sections

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

2. Background: Context of the transaction and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

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. Closing: Process and requirements for completing the transaction

7. Company's Representations and Warranties: Company's statements about its legal status, financial condition, and business

8. Subscriber's Representations and Warranties: Subscriber's statements about their capacity and authority to enter the agreement

9. Covenants: Ongoing obligations of both parties

10. Regulatory Compliance: Compliance with Pakistani laws including Companies Act and Securities regulations

11. Confidentiality: Protection of confidential information exchanged during the transaction

12. Notices: Method and addresses for formal communications

13. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

Optional Sections

1. Foreign Investment Provisions: Required when the subscriber is a foreign investor, addressing FERA compliance and SBP requirements

2. Tag-Along Rights: Optional protection for minority shareholders to join in sale of shares

3. Drag-Along Rights: Optional right to force minority shareholders to join in sale of shares

4. Anti-Dilution Protection: Protection for investors against future dilution of shares

5. Board Representation: Rights of subscribers to appoint directors to the company's board

6. Information Rights: Specific rights of subscribers to receive company information and reports

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

8. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of company's share capital before and after subscription

2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed to and payment terms

3. Schedule 3 - Company Information: Key corporate information including registration details and directors

4. Schedule 4 - Warranties: Detailed list of company's warranties

5. Schedule 5 - Closing Checklist: List of documents and actions required for closing

6. Schedule 6 - Form of Board Resolution: Template for board resolution approving share issuance

7. Schedule 7 - Regulatory Approvals: List of required regulatory approvals and their status

8. Appendix A - Share Certificate Template: Format of share certificates to be issued

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

alex.den.21@genieai.co
Relevant legal definitions
Clauses



































Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

Agriculture

Retail

Education

Infrastructure

Professional Services

Media and Entertainment

Transportation and Logistics

Mining and Natural Resources

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Executive Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Board Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Finance Manager

Business Development Manager

Risk Manager

Industries








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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