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Common Stock Subscription Agreement

Common Stock Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Common Stock Subscription Agreement

"I need a Common Stock Subscription Agreement under Singapore law for my tech startup to issue 100,000 shares to a strategic investor, with standard anti-dilution protection and information rights, to be completed by March 2025."

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Document background
The Common Stock Subscription Agreement is essential for companies seeking to raise capital through the issuance of common stock in Singapore. This document is typically used when a company is conducting a private placement, expanding its shareholder base, or raising additional capital. It sets out the terms of share subscription, including price, payment terms, and conditions precedent, while ensuring compliance with Singapore's regulatory framework. The agreement protects both the issuing company and the subscriber by clearly defining their rights, obligations, and the terms of the investment, making it a fundamental document in Singapore's corporate finance landscape.
Suggested Sections

1. Parties: Identification of the company and subscriber(s), including their registered addresses and registration numbers

2. Background: Context of the subscription, company information, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including technical and legal definitions

4. Subscription Terms: Number of shares, price per share, total consideration, and payment terms

5. Representations and Warranties: Statements of fact and assurances from both the company and subscriber

6. Closing Conditions: Prerequisites and conditions that must be satisfied before share issuance

7. Closing Mechanics: Process and documentation requirements for completing the subscription

8. Covenants: Ongoing obligations of the parties after closing

9. Termination: Circumstances under which the agreement may be terminated and consequences

10. Miscellaneous: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Provisions protecting investors from dilution in future fundraising rounds

4. Board Appointment Rights: Rights of subscribers to appoint directors to the company's board

5. Information Rights: Rights of subscribers to receive periodic financial and operational information

Suggested Schedules

1. Schedule 1: Share Details: Detailed information about the shares being subscribed, including class, rights, and restrictions

2. Schedule 2: Disclosure Schedule: Exceptions and qualifications to the representations and warranties

3. Schedule 3: Corporate Resolutions: Copies of board and shareholder resolutions approving the share issuance

4. Schedule 4: Form of Share Certificate: Template of the share certificate to be issued upon completion

5. Schedule 5: Existing Shareholders: List of current shareholders and their shareholdings pre-subscription

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
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Industries

Companies Act 1967: Primary legislation governing corporate matters including share capital requirements, issuance procedures, shareholders' rights, and corporate governance requirements

Securities and Futures Act 2001: Regulates securities offerings, prospectus requirements, disclosure obligations, and investor protection provisions

Competition Act 2004: Contains merger control provisions that may be relevant to substantial share acquisitions

MAS Guidelines: Regulatory framework from Monetary Authority of Singapore covering securities offering guidelines, corporate finance advisory, and capital markets requirements

SGX Rules: Singapore Exchange regulations relevant for listed companies or companies planning to list, including listing requirements and continuous obligations

Income Tax Act: Governs tax implications of share issuance and stamp duty considerations

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in handling investor information

Contract Law: Common law principles governing contract formation, including Misrepresentation Act and Unfair Contract Terms Act

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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