A Subscription Agreement LLC is a fundamental document used in New Zealand business transactions when a company wishes to issue new shares to investors or when existing shareholders want to increase their shareholding. This agreement, governed by New Zealand law, is essential for both private and public companies looking to raise capital through share issuance. The document comprehensively outlines the terms of share subscription, including share price, payment terms, subscriber warranties, and company representations. It ensures compliance with New Zealand's corporate and securities laws, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013. The agreement is crucial for maintaining clear records of share ownership, protecting both the issuing company and the subscriber, and establishing a legally binding framework for the share subscription process.
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1. Parties: Identification of the Company and the Subscriber with full legal names and addresses
2. Background: Context of the subscription offer and brief description of the company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription: Details of the shares being subscribed for, including number, class, and price
5. Payment Terms: Payment amount, method, and timing for the subscription
6. Completion: Process and requirements for completing the subscription, including documentation and timing
7. Representations and Warranties: Statements of fact and assurances from both the company and subscriber
8. Subscriber Acknowledgments: Specific acknowledgments by the subscriber regarding their understanding of the investment
9. Company Undertakings: Promises and commitments made by the company to the subscriber
10. Compliance with Laws: Provisions ensuring compliance with relevant NZ securities and corporate laws
11. Confidentiality: Obligations regarding confidential information shared during the subscription process
12. Notices: How formal communications between parties should be made and delivered
13. General Provisions: Standard contractual provisions including governing law, assignment, and amendments
14. Dispute Resolution: Process for resolving any disputes that may arise between the parties
1. Pre-emptive Rights: Details of any pre-emptive rights on future share issues - include if shareholders have special rights to participate in future offerings
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include if offering minority protection
3. Drag-Along Rights: Ability to force minority shareholders to join in sale - include if majority shareholders require this protection
4. Foreign Investment Provisions: Special provisions required for foreign investors - include if subscribers include overseas investors
5. Share Transfer Restrictions: Specific restrictions on transfer of subscribed shares - include if shares have special transfer limitations
6. Regulatory Compliance: Additional compliance requirements - include if specific regulatory regime applies (e.g., strategic industries)
7. Multiple Classes of Shares: Rights and obligations specific to different share classes - include if offering involves multiple share classes
8. Management Rights: Special management or voting rights - include if subscribers are getting specific management rights
1. Schedule 1: Share Subscription Details: Detailed breakdown of share numbers, classes, prices, and payment terms
2. Schedule 2: Subscriber Information: Detailed information about the subscriber including KYC and AML documentation requirements
3. Schedule 3: Company Information: Key company information including capital structure and existing shareholders
4. Schedule 4: Warranties: Detailed warranties given by both the company and subscriber
5. Schedule 5: Share Certificate: Pro forma share certificate to be issued
6. Schedule 6: Constitution Amendments: Any required amendments to the company constitution
7. Appendix A: Consent Forms: Required regulatory or corporate consent forms
8. Appendix B: Transfer Forms: Pro forma share transfer forms
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Professional Services
Manufacturing
Retail
Healthcare
Real Estate
Agriculture
Energy
Infrastructure
Media and Entertainment
Education
Transportation and Logistics
Mining and Resources
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Investment
Company Secretariat
Treasury
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Financial Controller
Compliance Officer
Corporate Development Manager
Investment Analyst
Business Development Manager
Finance Director
Managing Director
Company Director
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