This form also known as: subscription of shares, purchase of shares of the company, purchase of shares of the company, sale of shares, registration of shareholders This agreement is for a sale in which new shares are issued – the buyer does not buy the shares held by another person. Sometimes you might want to change the relative ownership shares at the same time as the sale by subscribing to the newly issued shares. For example, you can buy the shares of an outgoing shareholder and then invest additional equity to get a majority stake. In this case, you need a share purchase and subscription contract. In addition, the company may also have entered into agreements that impose negative obligations on the company limiting the issuance of additional shares (for example.B. the agreement of a lender may be necessary to increase the share capital issued by the company). This is a global agreement for a new shareholder – an individual or another company – for the subscription of new shares of a limited liability company. The company can be active in any sector and size. The subscription of shares may also cause a change of control within the meaning of the Competition Act. First of all, you must determine whether the acquisition or the establishment of control of all or part of the company`s activities are carried out within the meaning of the Competition Act (see § 12 of the Competition Act). This document differs from many other models of share subscription agreements in terms of number of guarantees. If the board of directors of the company decides to provide financial assistance for the subscription of the shares and such financial assistance is not compatible with section 44 of the Act, a director who has not voted against the granting of such financial assistance may be subject to possible claims for compensation for which he may be held personally liable, as provided in section 77 (3) (e) (iv) of the Act. A one-pager stock subscription agreement can be whatever your customer has in mind.
However, the law seeks to balance the interests of different stakeholders and not just those of the “boss”. If you`re heading south, you want to be able to show that you`ve advised possible pitfalls – with the contracts.tech, a contract creation tool, you can create a share subscription contract in minutes, while also being subject to various important considerations related to a share subscription agreement. The subscriber can also grant a loan to the company, although it is covered by a separate document and is simply mentioned in this agreement. It follows that you must first examine the MOI of the company that will issue the shares before you start drafting your share subscription contract. The shareholders` agreement may also include subscription rights or other conditions that may affect the issue of shares. In principle, shareholders` subscription rights are subscription rights that bind the shareholders of the company and refer to the transfer of existing issued shares. I`m sure you`ve been involved in a situation where the boss calls you and orders you to make a share issue by converting part of his credit account in exchange for the shares. In addition, it informs you that the validity date of the subscription must be somewhere last month. This instruction certainly puts you in a difficult situation. However, if you don`t discuss the possible pitfalls of stock subscriptions, you may find yourself in an even worse situation. If there is no new issue and the buyer acquires the shares of an existing shareholder, a share purchase agreement is more appropriate. .