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Subscription Agreement Basics

If you're a private investor in a company, you're known as a subscriber. A Subscription Agreement is a promise by the company to sell a given number of shares to an investor at a certain price, and an agreement by the investor to pay that price. If you own a company and have promised to sell a certain amount of stocks to an investor at a specific price, you should nail down the details with a Subscription Agreement.

Use the Subscription Agreement document if:

  • You are a private company seeking to raise capital from private investors by selling shares or ownership of the company without registering with the SEC.
  • You have a Private Placement Memorandum in place and you would like to include a Subscription Agreement for potential investors as well.

Whether you're an individual private investor or a company that's in investing in another, a Subscription Agreement spells out the details of the transaction, including the price and agreed upon amount of the shares. If you're the investor, you can protect yourself against companies changing the terms of the deal. If it's your company that's selling shares or stocks, you don't want an investor changing their mind at the last minute. A Subscription Agreement can help you turn a promise into a real transaction.

Sample Subscription Agreement

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