Free Share Subscription Agreement Template
Use this legally compliant template to formalize new share purchases by investors. Ideal for startups, private companies, and early-stage funding rounds in Canada, India, and beyond.
A Legal Foundation for Issuing New Company Shares
A Share Subscription Agreement is a binding contract between a company and an investor in which the investor agrees to buy newly issued shares at a set price. It outlines key details such as share quantity, price per share, payment terms, and investor commitments.
This agreement is crucial during early-stage funding rounds (like Seed or Series A), ensuring both parties are aligned on the equity transaction. It serves as legal proof of the share issuance and investor participation.
Our free template is tailored for private companies operating in Canada, India, or other common law jurisdictions. It’s especially useful for startups formalizing investor deals, employee equity plans, or conditional share issuances.
What Is a Share Subscription Agreement?
A Share Subscription Agreement (SSA) is a formal contract used when an investor agrees to purchase new shares directly from a company. Unlike a share purchase agreement (which involves existing shares), an SSA applies to newly issued equity. It defines the number of shares, price, and obligations of both the subscriber and the company.
When and Why Is It Used?
This agreement is essential during investment rounds, employee equity issuance, or shareholder expansion. It documents mutual expectations, complies with regulatory requirements, and protects both parties from future disputes. It may also include conditions precedent, such as board approval or legal due diligence.
What Clauses Are Typically Included?
A robust SSA includes: share details, payment terms, representations and warranties, confidentiality, governing law, and optional investor rights (e.g., tag-along, pre-emption). This ensures the legal enforceability and transparency of the equity transaction.
How Is It Different from Other Agreements?
An SSA governs the issuance of new shares, while a Share Purchase Agreement involves transferring existing shares between parties. A Shareholders Agreement, on the other hand, governs post-issuance shareholder rights and company management. Each serves a distinct legal purpose.
Establishes Legal Certainty in New Share Issuance
A share subscription agreement provides a legally binding framework for issuing new equity. It ensures the investor’s commitment is documented, and the company is protected by clearly defined terms — reducing the risk of misunderstandings or disputes.
Comprehensive Share Subscription Agreement Template
- Fields for share class, quantity, subscription price, and payment terms
- Clauses for investor and company representations and warranties
- Optional conditions precedent such as board approval or due diligence
- Governing law, confidentiality, and dispute resolution provisions
- Signature blocks for the subscriber and an authorized company officer
Designed for Founders, Investors, and Corporate Legal Teams
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Download Your Free Share Subscription Agreement Template
Use this customizable agreement to document the purchase of new shares by investors. It’s ideal for startups, early-stage companies, or any business seeking to formalize equity commitments with clarity and legal protection.