抖阴短视频

Subscription And Shareholders Agreement Template for Philippines

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"I need a Subscription and Shareholders Agreement for my Philippine technology startup, where a venture capital firm will invest PHP 50 million for a 25% stake, with provisions for future funding rounds and standard VC protections like anti-dilution and board seat rights."

Document background
The Subscription And Shareholders Agreement is a fundamental document used in Philippine corporate transactions when new investors are joining a company through share subscription while simultaneously establishing the governance framework for all shareholders. This dual-purpose agreement is particularly crucial in private equity investments, venture capital funding rounds, and strategic corporate investments. It must comply with Philippine corporate laws, particularly the Revised Corporation Code and Securities Regulation Code, and addresses key aspects such as share subscription mechanics, payment terms, warranties, shareholder rights and obligations, corporate governance, and share transfer restrictions. The document is especially important in regulated industries where foreign ownership restrictions apply and where specific corporate governance requirements must be met.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current company structure, and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Subscription of Shares: Details of share subscription including number of shares, subscription price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing for the subscription

6. Warranties and Representations: Warranties given by the company, existing shareholders, and subscribers

7. Management and Administration: Corporate governance provisions including board composition, meetings, and decision-making processes

8. Shareholder Rights and Obligations: Key rights including voting, dividends, and information rights; obligations of shareholders

9. Share Transfer Restrictions: Limitations on transfer of shares, right of first refusal, tag-along and drag-along rights

10. Reserved Matters: List of decisions requiring special majority or unanimous consent

11. Confidentiality: Obligations regarding confidential information and company secrets

12. Term and Termination: Duration of the agreement and circumstances for termination

13. General Provisions: Standard clauses including notices, governing law, dispute resolution, and entire agreement

Optional Sections

1. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds, typically included for venture capital investments

2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances, included when agreed between parties

3. Non-compete and Non-solicitation: Restrictions on competitive activities and hiring, included when shareholders are also involved in business operations

4. Intellectual Property Rights: Special provisions regarding IP ownership and usage, important for technology companies

5. Employee Share Scheme: Provisions for employee share ownership programs, included if company plans to implement such schemes

6. Foreign Ownership Compliance: Special provisions ensuring compliance with Philippine foreign ownership restrictions, needed if foreign investors are involved

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Details of current and post-subscription share capital structure

2. Schedule 2 - Particulars of the Company: Corporate information including registration details, directors, and officers

3. Schedule 3 - Warranties: Detailed warranties given by the company and existing shareholders

4. Schedule 4 - Reserved Matters: Comprehensive list of matters requiring special approval

5. Schedule 5 - Deed of Adherence: Form of deed for new shareholders joining the agreement

6. Schedule 6 - Business Plan: Company's business plan and financial projections

7. Schedule 7 - Company's Articles of Incorporation and By-laws: Constitutional documents of the company

8. Schedule 8 - Completion Requirements: Detailed list of deliverables and actions required at completion

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

Relevant legal definitions






















































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Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Retail

Healthcare

Education

Energy

Transportation

Agriculture

E-commerce

Professional Services

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Finance

Executive Management

Board of Directors

Compliance

Corporate Development

Investment

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Private Equity Director

Venture Capital Partner

Corporate Lawyer

Investment Banker

Board Director

Compliance Officer

Company Director

Managing Partner

Business Development Director

Chief Legal Officer

Investment Analyst

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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