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Common Stock Subscription Agreement for Singapore

Common Stock Subscription Agreement Template for Singapore

A Common Stock Subscription Agreement under Singapore law is a legally binding document that outlines the terms and conditions under which an investor agrees to purchase shares of common stock in a company. The agreement, governed by Singapore's Companies Act and Securities and Futures Act, details the subscription price, number of shares, representations and warranties, and closing conditions. It includes provisions for compliance with Singapore securities laws and regulatory requirements, making it a crucial document for capital raising activities in Singapore's jurisdiction.

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What is a Common Stock Subscription Agreement?

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.

What sections should be included in a Common Stock Subscription Agreement?

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

What sections are optional to include in a Common Stock Subscription Agreement?

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

What schedules should be included in a Common Stock Subscription Agreement?

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) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Publisher

Genie AI

Cost

Free to use

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