Shares subscription agreement: simple transaction

This is a simple agreement for subscribing to a new shares issue where the buyer does not need extensive warranties about the state of the company. He or she is likely to be very familiar already with the business, trust the existing shareholders, or be buying in at a price which lowers the risks significantly. This is therefore an ideal document for situations such as: an additional equity investment by a current shareholder, employee buy-ins, or bringing in a relative into a family business. The document is suitable for companies in any industry and for subscriptions of any size.

Suitable for use in: England & Wales and Scotland
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About this document

This short agreement sets out the terms under which a new or current shareholder subscribes for new shares to create a minority or majority holding in a private company in any industry.

It is intended for smaller and uncomplicated transactions:

  • for the introduction of a family member into a company
  • a senior employee or director buy-in
  • the appointment of a new non-executive board member who is incentivised by a small shareholding
  • for an existing shareholder to invest additional equity

It differs from our standard subscription agreement by having no warranties, so the subscriber is likely to be familiar with the company already, or trust the existing shareholders, or be buying in at a discount.

The subscription is for cash, with payments in two stages. The final price to be paid is dependent on the profit of the company in the next set of accounts. If the profit is not as promised, the subscriber can deduct an amount from the final payment. The penalty reduction of balance is calculated by reference to a simple, flexible formula that you can alter.

You may also make a loan to the company, though this is covered in a separate document and merely referenced here.

The framework of the deal is the 2006 Companies Act. Within that framework, there are no special requirements as to what your deal should be.

Similar documents

This agreement is for the situation where new shares are issued - the buyer does not purchase the shares owned by someone else.

If there is no new issue and the buyer purchases the shares of an existing shareholder, a sale and purchase agreement for the shares is more suitable.

Sometimes, you may want to change relative ownership proportions at the same time as the sale by subscribing to newly issued shares. For example, you may buy the shares of a departing shareholder and then invest additional equity to obtain a majority shareholding. In that case, you will need an agreement that combines the purchase with a subscription.

If you require warranties, see our standard agreement.

You may also need other documents.

Before or after the subscription, the shareholders may want to put in place an agreement between them as to how the company will operate. That may limit the powers of the subscriber before he or she is able to veto those changes.

You should record all board meetings discussing the deal and formalising approval using minutes and notices.

If the subscriber becomes, or appoints a director, you will need a service agreement (employment contract) for that director.

Contents

  • Definitions and interpretation
  • Agreement for subscription
  • Calculation of minimum profit
  • Completion of the deal and delivery of documents
  • Various legal provisions usual in a document of this type
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

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