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Share Issue Agreement

Share Issue Agreement Template for Philippines

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement for my Philippine technology startup to issue 10,000 common shares to a local investor at PHP 100 per share, with completion scheduled for March 15, 2025."

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Document background
The Share Issue Agreement is a crucial document used when a Philippine corporation wishes to issue new shares to investors or existing shareholders. It serves as the primary legal instrument for documenting the share subscription process, ensuring compliance with the Philippine Revised Corporation Code and Securities Regulation Code. This agreement is typically employed during capital raising activities, business expansion, or when bringing in new strategic investors. It contains essential details such as share pricing, payment terms, regulatory compliance requirements, and parties' obligations. The document must conform to specific Philippine legal requirements, including foreign ownership restrictions if applicable, and may need to be submitted to regulatory authorities such as the Securities and Exchange Commission. Given its significance in corporate transactions, the Share Issue Agreement often requires careful review and input from legal, finance, and compliance professionals to ensure all regulatory and corporate governance requirements are met.
Suggested Sections

1. Parties: Identification of the issuing company and the share subscriber(s)

2. Background: Context of the share issue, including company information and purpose of the share issuance

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription Details: Number, class, and price of shares being issued

5. Payment Terms: Terms and method of payment for the shares, including payment schedule if applicable

6. Completion: Conditions precedent, completion mechanics, and timing for the share issue

7. Representations and Warranties: Standard representations and warranties from both the company and subscriber

8. Company Obligations: Obligations of the company including share certificate issuance and regulatory compliance

9. Subscriber Obligations: Obligations of the subscriber including payment and providing necessary documentation

10. Regulatory Compliance: Compliance with Philippine laws including Securities Regulation Code requirements

11. Confidentiality: Provisions regarding confidential information handling

12. Notices: Process for giving notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, amendments, and severability

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Pre-emptive Rights Waiver: Required when existing shareholders need to waive their pre-emptive rights

2. Foreign Ownership Compliance: Required when the subscriber is foreign and industry-specific foreign ownership restrictions apply

3. Anti-dilution Protection: Optional protection for subscribers against future dilutive share issues

4. Tag-Along Rights: Optional right for minority shareholders to join in sale of shares by majority shareholders

5. Board Seat Rights: Optional rights for substantial subscribers to nominate board members

6. Dividend Rights: Special dividend rights or preferences, if applicable

7. Lock-up Period: Restrictions on transfer of shares for a specified period

8. Right of First Refusal: Optional clause giving existing shareholders first right to purchase shares if other shareholders wish to sell

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure pre and post-issuance

2. Subscription Form: Form to be completed by the subscriber with details of subscription

3. Payment Details: Bank account and payment instruction details

4. Corporate Authorizations: Copies of board and shareholder resolutions approving the share issue

5. Regulatory Approvals: Copies of required regulatory approvals or certificates

6. Share Certificate Specimen: Specimen of the share certificate to be issued

7. Disclosure Schedule: Detailed disclosures relating to representations and warranties

8. Shareholders' Agreement: If applicable, terms of existing shareholders' agreement affecting the subscription

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Energy

Healthcare

Telecommunications

Mining

Agriculture

Transportation

Construction

Professional Services

Education

Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Treasury

Risk Management

Corporate Governance

Investment Relations

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Investment Manager

Corporate Lawyer

Finance Director

Board Director

Company Secretary

Investment Banker

Private Equity Manager

Venture Capitalist

Business Development Manager

Risk Manager

Corporate Governance Officer

Financial Controller

Treasury Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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