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Common Stock Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

Common Stock Subscription Agreement

"I need a Common Stock Subscription Agreement for my Canadian technology startup to issue 100,000 common shares to a single accredited investor at CAD $2.50 per share, with standard representations and warranties, closing planned for March 15, 2025."

Document background
The Common Stock Subscription Agreement is a crucial document used in Canadian corporate finance when a company issues shares of its common stock to investors. This agreement is typically employed during capital raising activities, whether for startup funding, business expansion, or other corporate purposes. The document serves multiple functions: it formalizes the investment terms, ensures compliance with Canadian securities regulations, documents the investor's sophistication and eligibility, and establishes the rights and obligations of both the issuing company and the subscriber. The agreement must conform to both federal and provincial requirements, including the Canada Business Corporations Act and applicable provincial securities legislation. It includes essential details such as the subscription price, number of shares, representations and warranties, and closing conditions. This document is particularly important for private placements and other exempt market transactions where shares are issued without a prospectus.
Suggested Sections

1. Parties: Identification of the corporation issuing shares and the subscriber(s)

2. Background: Context of the share issuance and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

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

5. Purchase Price and Payment: Terms of payment, method, and timing

6. Closing: Closing date, conditions, and mechanics of the transaction

7. Representations and Warranties of the Corporation: Company's confirmations regarding its authority, share status, and corporate matters

8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, investment sophistication, and compliance with securities laws

9. Covenants: Ongoing obligations of both parties

10. Survival of Representations and Warranties: Duration of representations and warranties post-closing

11. Indemnification: Parties' obligations to protect each other from losses

12. General Provisions: Standard clauses including notices, amendments, governing law, etc.

Optional Sections

1. Registration Rights: Rights of the subscriber to require registration of shares for public trading - used for private companies planning future public offerings

2. Pre-emptive Rights: Right of first refusal on future share issuances - included when negotiated by major investors

3. Board Nomination Rights: Rights to nominate directors - included for significant investments

4. Tag-Along Rights: Right to participate in future sales of shares - included for minority investor protection

5. Drag-Along Rights: Right to force participation in future sales - included for majority shareholder protection

6. Anti-Dilution Protection: Protection against future dilutive share issuances - included for preferred investors

7. Information Rights: Rights to receive company financial information - included for significant investments

8. Foreign Investment Provisions: Additional provisions for non-Canadian investors - used when subscribers are foreign

Suggested Schedules

1. Schedule A - Subscription Details: Detailed information about the shares being subscribed for, including class, price, and number

2. Schedule B - Form of Share Certificate: Form of physical share certificate if applicable

3. Schedule C - Accredited Investor Certificate: Certification of accredited investor status under applicable securities laws

4. Schedule D - Corporate Resolution: Corporate resolution authorizing the share issuance

5. Schedule E - Risk Factors: Disclosure of investment risks

6. Schedule F - Shareholder Rights: Detailed description of rights attached to the shares

7. Schedule G - Wire Transfer Instructions: Banking details for payment of subscription price

8. Schedule H - Compliance Certificate: Certificate confirming compliance with securities laws and other requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Technology

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Relevant Teams

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

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