The Share Subscription And Shareholders Agreement is a fundamental document used when a company is seeking new investment while simultaneously establishing the rules for shareholder relationships. It is particularly relevant in the Philippine context where corporate governance requirements under the Revised Corporation Code must be strictly observed. The document is typically used in private equity investments, venture capital funding rounds, or strategic corporate investments. It serves multiple purposes: documenting the terms of share subscription, protecting both majority and minority shareholders' interests, establishing corporate governance mechanisms, and ensuring compliance with Philippine securities laws. The agreement becomes especially important when dealing with foreign investments, given the foreign ownership restrictions in certain sectors under Philippine law. It should be carefully drafted to include both mandatory provisions required by Philippine law and commercial terms agreed upon by the parties.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all parties including the Company, existing shareholders, and new subscribers
2. Background: Context of the transaction, current company status, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Subscription of Shares: Details of share subscription including number, class, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the subscription
6. Representations and Warranties: Statements of fact and assurances from all parties
7. Board of Directors: Board composition, appointment rights, removal, and meeting procedures
8. Shareholders Meetings: Procedures for shareholders meetings, voting rights, and quorum requirements
9. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights
10. Reserved Matters: List of decisions requiring special approval from shareholders or directors
11. Dividend Policy: Framework for declaration and distribution of dividends
12. Confidentiality: Obligations regarding confidential information
13. Non-competition and Non-solicitation: Restrictions on competitive activities and employee solicitation
14. Event of Default: Definition of defaults and consequences
15. Term and Termination: Duration of agreement and termination circumstances
16. General Provisions: Standard clauses including notices, governing law, and dispute resolution
1. Anti-Dilution Protection: Used when investors require protection against future dilution of their shareholding
2. Foreign Ownership Compliance: Required when foreign shareholders are involved, addressing nationality restrictions
3. Preferred Shares Rights: Needed when the subscription involves preferred shares with special rights
4. Put and Call Options: Optional rights for shareholders to sell or buy shares under specific conditions
5. IPO Rights: Included when parties contemplate a future public offering
6. Management Provisions: Detailed when specific management arrangements are required
7. Deadlock Resolution: Important for 50-50 joint ventures or where specific deadlock concerns exist
8. Technology License: Required when intellectual property or technology transfer is part of the investment
1. Share Capital Structure: Details of existing and post-subscription shareholding structure
2. Subscription Details: Specific details of shares being subscribed including price calculation
3. Company Information: Key corporate information, licenses, and material contracts
4. Reserved Matters List: Comprehensive list of matters requiring special approval
5. Form of Deed of Adherence: Template for new shareholders joining the agreement
6. Company Business Plan: Current business plan and financial projections
7. Director's Letters of Appointment: Standard terms for director appointments
8. Completion Checklist: List of documents and actions required for completion
Find the exact document you need
Stock Purchase Contract
A Philippine law-governed agreement for the sale and purchase of company shares, detailing transfer terms and regulatory compliance requirements.
Download
Asset For Share Agreement
A Philippine law-governed agreement facilitating the transfer of assets to a corporation in exchange for shares, ensuring regulatory compliance and protecting parties' interests.
Download
Share Purchase Agreement Between Two Individuals
A Philippine law-governed agreement for the sale and purchase of shares between two individuals, including terms of transfer and regulatory compliance requirements.
Download
Employee Stock Purchase Agreement
A Philippine law-governed agreement enabling employees to purchase company shares through structured payment plans, typically at discounted rates.
Download
Share Block Sale Agreement
A Philippine law-governed agreement for the sale and purchase of a block of shares, detailing transaction terms and regulatory compliance requirements.
Download
Agreement For Sale Of Shares To Another Shareholder
A Philippine law-governed agreement for the transfer of shares between existing shareholders of a company, ensuring compliance with local corporate and securities regulations.
Download
Business Share Sale Agreement
A Philippine law-governed agreement for the sale and purchase of business shares, detailing transaction terms and regulatory compliance requirements.
Download
Share Subscription And Shareholders Agreement
A Philippine law-governed agreement combining share subscription terms and shareholders' rights and obligations, establishing framework for corporate investment and governance.
Download
Stock Option Purchase Agreement
A Philippine law-governed agreement establishing terms for stock option grants and share purchase rights, compliant with local securities and corporate regulations.
Download
Share Sale And Purchase Agreement
A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion requirements.
Download
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)