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Share Subscription Agreement Template for South Africa

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Key Requirements PROMPT example:

Share Subscription Agreement

"I need a Share Subscription Agreement for a South African tech startup issuing 10,000 Series A preferred shares to a foreign venture capital investor, with anti-dilution protection and board representation rights, planned for completion by March 2025."

Document background
A Share Subscription Agreement is a crucial document used when a company wishes to issue new shares to an investor in exchange for capital investment. Under South African law, this agreement serves as the primary document governing the relationship between the issuing company and the subscriber regarding the share subscription. It details the terms of the share issuance, including the type and number of shares, subscription price, payment terms, and various conditions and warranties. The agreement must comply with the Companies Act 71 of 2008, Financial Markets Act, and other relevant South African legislation. For foreign investors, additional considerations regarding exchange control regulations must be incorporated. The document is essential for both private and public companies seeking to raise capital through share issuance and provides legal protection for all parties involved in the transaction.
Suggested Sections

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

2. Background: Context of the transaction, including company's share capital structure and purpose of the subscription

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription: Details of shares being subscribed for, including class, number, and subscription price

5. Payment Terms: Terms and method of payment for the subscription shares

6. Conditions Precedent: Any conditions that must be fulfilled before the subscription becomes effective

7. Completion: Process and timing for completing the subscription, including documentation requirements

8. Warranties and Representations: Warranties given by both the company and the subscriber

9. Company's Obligations: Company's commitments regarding share issuance and registration

10. Subscriber's Obligations: Subscriber's commitments including payment and documentation

11. Confidentiality: Provisions regarding confidential information

12. Notices: How formal notices under the agreement should be given

13. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Used when existing shareholders are granted the right to join in any sale by the new subscriber

2. Anti-dilution Protection: Include when protecting the subscriber against future dilutive share issues

3. Board Representation: When the subscriber is to be granted board representation rights

4. Exchange Control Provisions: Required when the subscriber is a foreign investor

5. Pre-emptive Rights: When the subscriber is to be granted rights to participate in future share issues

6. Dividend Rights: When specific dividend rights are attached to the subscription shares

7. Information Rights: When the subscriber is to receive specific company information rights

8. Lock-up Period: When restrictions on share transfers for a specific period are required

Suggested Schedules

1. Share Capital Structure: Details of the company's existing share capital structure

2. Subscription Shares Details: Detailed description of the shares being subscribed for

3. Company Warranties: Detailed warranties given by the company

4. Subscriber Warranties: Detailed warranties given by the subscriber

5. Completion Requirements: Checklist of documents and actions required for completion

6. Board Resolution: Copy of board resolution approving the share issue

7. Shareholder Resolution: Copy of shareholder resolution (if required) approving the share issue

8. FICA Requirements: List of required FICA documentation for compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































Clauses
































Relevant Industries

Financial Services

Technology

Manufacturing

Mining

Real Estate

Retail

Healthcare

Agriculture

Energy

Telecommunications

Professional Services

Education

Infrastructure

Media and Entertainment

Private Equity

Relevant Teams

Legal

Finance

Corporate Finance

Compliance

Corporate Secretarial

Investment

Risk Management

Due Diligence

Treasury

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Financial Director

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Finance Manager

Board Director

Transaction Advisor

Due Diligence Officer

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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