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A Subscription Agreement is a binding contract where an investor commits to buy shares, securities, or units in a Nigerian company or investment fund. When you sign one, you're formally agreeing to purchase a specific number of shares at a set price, following the rules laid out in Nigeria's Companies and Allied Matters Act (CAMA).

These agreements protect both parties by spelling out key details like payment terms, investor rights, and any special conditions. They're especially common in private placements, startup funding rounds, and real estate investment trusts regulated by the Securities and Exchange Commission of Nigeria. The agreement becomes active once both parties sign and the investor transfers the agreed funds.

Use a Subscription Agreement when raising capital through share offerings in Nigeria, especially for private placements or startup funding rounds. This document becomes essential during Series A funding, real estate investment trust formations, or when bringing new shareholders into your existing company under CAMA regulations.

The timing matters most when you need to formalize investment terms, secure commitments from multiple investors, or launch a new investment fund. Nigerian companies often implement these agreements during expansion phases, when converting debt to equity, or while structuring complex investment deals that require Securities and Exchange Commission compliance. Having this agreement in place before accepting investor funds prevents disputes and ensures clear documentation of ownership rights.

• Shares Subscription Agreement: Standard format for direct equity investments in Nigerian companies, outlining basic share purchase terms and shareholder rights
• Convertible Debenture Agreement: Specialized version allowing debt conversion to equity, popular among Nigerian startups
• Limited Partnership Subscription Agreement: Used for investing in partnership structures, common in private equity funds
• Subscription Service Agreement: Focuses on recurring service commitments rather than equity, used in SaaS and service businesses
• Subscription Agreement Private Placement: Tailored for private offerings to select investors under SEC regulations

• Company Directors and Officers: Authorized to issue shares and execute Subscription Agreements on behalf of Nigerian companies under CAMA guidelines
• Private Investors: Individual or institutional buyers committing capital in exchange for shares or securities
• Corporate Lawyers: Draft and review agreements to ensure compliance with SEC regulations and protect client interests
• Investment Banks: Often coordinate private placements and handle documentation for larger transactions
• Company Secretaries: Maintain official records and ensure proper execution of subscription processes
• Regulatory Bodies: SEC and CAC oversee compliance and registration of share issuances

• Company Details: Gather corporate registration numbers, directors' information, and share capital structure from CAC records
• Investment Terms: Define share price, number of shares, class of shares, and payment timeline
• Investor Information: Collect KYC documents, proof of funds, and tax identification numbers
• Regulatory Compliance: Check SEC requirements for your specific share offering type
• Documentation Review: Our platform generates customized Subscription Agreements that include all mandatory elements under Nigerian law
• Execution Plan: Prepare signature blocks, schedule board approval, and arrange secure payment mechanisms
• Record Keeping: Set up proper filing systems for share certificates and regulatory submissions

• Parties and Recitals: Full legal names, registration details, and clear statement of intent to subscribe
• Share Details: Specific class, quantity, price per share, and total subscription amount
• Payment Terms: Clear payment schedule, bank details, and consequences of default
• Representations: Company's authority to issue shares and investor's eligibility under SEC rules
• Rights and Restrictions: Voting rights, transfer limitations, and pre-emptive rights
• Governing Law: Must specify Nigerian law and CAMA compliance
• Execution Blocks: Proper signature sections for all parties, including corporate seals where required
• Compliance Statement: Reference to relevant SEC and CAC regulations

A Subscription Agreement differs significantly from a Bond Purchase Agreement in several key ways, though both are investment instruments regulated by Nigeria's SEC. Understanding these differences helps you choose the right document for your investment structure.

• Ownership Rights: Subscription Agreements transfer equity ownership and potential voting rights, while Bond Purchase Agreements only create a creditor relationship with fixed repayment terms
• Duration: Bonds have predetermined maturity dates and interest payments, whereas share subscriptions represent permanent ownership until sold
• Risk Profile: Shareholders face higher risk but unlimited upside potential; bondholders have priority in liquidation but limited returns
• Regulatory Requirements: Share subscriptions often require more extensive CAC filings and shareholder approvals than bond issuances
• Payment Structure: Bond agreements include interest rates and repayment schedules, while subscription agreements focus on share price and dividend rights