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Shareholder Subscription Agreement for Saudi Arabia

Shareholder Subscription Agreement Template for Saudi Arabia

A comprehensive legal agreement governed by Saudi Arabian law that details the terms and conditions under which an investor (subscriber) agrees to purchase shares in a company. The document outlines the subscription price, number of shares, payment terms, warranties, and various rights and obligations of both parties. It incorporates specific requirements of Saudi Arabian Companies Law, Capital Market Authority regulations, and where applicable, Shariah compliance principles. The agreement includes necessary provisions for regulatory approvals, completion mechanics, and post-completion obligations, while ensuring compliance with local corporate governance requirements.

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What is a Shareholder Subscription Agreement?

The Shareholder Subscription Agreement is a critical document used when a company is issuing new shares to investors in Saudi Arabia. It serves as the primary legal instrument for documenting share subscriptions, whether in the context of a private placement, capital increase, or initial public offering. The agreement must comply with the Saudi Arabian Companies Law, Capital Market Authority regulations, and other relevant local laws and regulations. It typically includes detailed provisions on subscription terms, payment mechanisms, representations and warranties, conditions precedent, and completion requirements. The document needs to address specific local requirements such as Shariah compliance (where applicable), foreign ownership restrictions, and necessary regulatory approvals. It's particularly important in the Saudi Arabian context due to the unique regulatory environment and the need to balance international business practices with local legal requirements.

What sections should be included in a Shareholder Subscription Agreement?

1. Parties: Identification of the Company and the Subscriber(s), including full legal names and details as required by Saudi law

2. Background: Recitals explaining the context of the subscription, company's status, and authorization for share issuance

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation, including Arabic/English language precedence

4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing requirements

6. Warranties and Representations: Standard warranties from both the Company and Subscriber, including Shariah compliance confirmations

7. Subscriber's Undertakings: Pre and post-completion obligations of the subscriber

8. Company's Undertakings: Obligations of the company regarding the subscription shares and corporate actions

9. Regulatory Compliance: Compliance with Saudi laws, CMA regulations, and other applicable requirements

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for serving notices and communications

12. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

13. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction of Saudi courts

What sections are optional to include in a Shareholder Subscription Agreement?

1. Tag-Along Rights: Include when existing shareholders require protection in case of future share transfers

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

3. Anti-dilution Protection: Include for minority shareholders requiring protection against future dilutive share issues

4. Board Representation: Include when subscriber is to receive board representation rights

5. Dividend Policy: Include when specific dividend arrangements are agreed

6. Share Transfer Restrictions: Include when specific transfer restrictions beyond statutory requirements are needed

7. Islamic Finance Provisions: Include specific Shariah compliance provisions when required by parties or financing structure

What schedules should be included in a Shareholder Subscription Agreement?

1. Subscription Details: Details of shares, price per share, and total subscription amount

2. Form of Completion Certificate: Template certificate confirming completion of subscription requirements

3. Company Information: Key corporate information including shareholding structure and corporate documents

4. Warranties: Detailed warranties from both Company and Subscriber

5. Required Regulatory Approvals: List of required governmental and regulatory approvals

6. Form of Board Resolution: Template board resolution approving the subscription

7. KYC Requirements: List of required KYC documents and forms as per Saudi regulations

8. Shariah Compliance Certificate: If applicable, certificate from Shariah advisor confirming compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Saudi Arabia

Cost

Free to use

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