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Stock Subscription Agreement

Stock Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

Stock Subscription Agreement

"I need a Stock Subscription Agreement for my Canadian tech startup to issue 100,000 Series A preferred shares to a venture capital firm, with anti-dilution protection and board appointment rights, closing planned for March 2025."

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Document background
The Stock Subscription Agreement is a crucial document used in Canadian corporate transactions when a company issues new shares to investors. It is commonly used in both private and public offerings, serving as the primary contract that governs the share subscription process. The agreement must comply with the Canada Business Corporations Act (CBCA) or relevant provincial corporate statutes, as well as applicable securities laws and regulations. This document is essential for documenting the investment terms, protecting both the issuer and subscriber's interests, and ensuring regulatory compliance. It typically includes details about the share issuance, investor representations, company warranties, and closing conditions. The agreement is particularly important for maintaining proper corporate records and demonstrating compliance with securities laws exemptions under Canadian jurisdiction.
Suggested Sections

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

2. Background: Explains the context of the share subscription and the company's authorization to issue shares

3. Definitions: Defines key terms used throughout the agreement

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

5. Purchase Price and Payment: Specifies the total purchase price and payment terms

6. Closing: Sets out the closing date and closing deliverables

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

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

9. Covenants: Ongoing obligations of both parties

10. Conditions Precedent: Conditions that must be satisfied before closing

11. Share Certificates and Registration: Details about the issuance and registration of share certificates

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

Optional Sections

1. Board Approval Rights: Required when the subscription is conditional on board approval

2. Regulatory Approval: Needed when the subscription requires regulatory approvals

3. Anti-dilution Protection: Included when the subscriber is granted protection against future dilution

4. Registration Rights: Used in private companies when the subscriber is granted rights for future public registration of shares

5. Right of First Refusal: Included when existing shareholders have first rights to purchase shares before third parties

6. Tag-Along Rights: Added when minority shareholders are given the right to join in the sale of shares by majority shareholders

7. Drag-Along Rights: Included when majority shareholders can force minority shareholders to join in a sale

8. Escrow Provisions: Required when payment or shares are to be held in escrow

Suggested Schedules

1. Schedule A - Share Details: Detailed description of the shares including class rights, restrictions, and preferences

2. Schedule B - Subscription Form: Form detailing subscriber information and subscription specifics

3. Schedule C - Corporate Resolution: Copy of board resolution authorizing the share issuance

4. Schedule D - Risk Factors: Disclosure of investment risks

5. Schedule E - Accredited Investor Certificate: Certification of subscriber's accredited investor status if applicable

6. Schedule F - Financial Statements: Recent financial statements of the corporation

7. Schedule G - Shareholders' Agreement: Copy or summary of any applicable shareholders' agreement

8. Schedule H - Wire Transfer Instructions: Payment details for the subscription amount

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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