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Subscription Agreement LLC

Subscription Agreement LLC Template for Hong Kong

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Key Requirements PROMPT example:

Subscription Agreement LLC

"I need a Subscription Agreement LLC for a Hong Kong technology company where a strategic investor will subscribe for 15% Series A preference shares with board nomination rights and information rights, with completion planned for March 2025."

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Document background
The Subscription Agreement LLC is a fundamental document used in Hong Kong's corporate landscape for implementing and documenting share investments in Limited Liability Companies. This agreement becomes necessary when a company seeks to raise capital by issuing new shares to investors, whether for startup funding, growth capital, or strategic investment. The document must comply with Hong Kong's Companies Ordinance and related regulations, making it essential for both domestic and international investment transactions. The agreement typically includes detailed provisions on share pricing, payment mechanisms, warranties, conditions precedent, and completion requirements, while also addressing specific Hong Kong compliance matters such as stamp duty considerations and regulatory approvals. It serves as a crucial tool for protecting both the issuing company's and the subscriber's interests while ensuring legal certainty in the investment process.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s)

2. Background: Context of the subscription, including company status and purpose of investment

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription: Details of shares being subscribed for, including class, number, and price

5. Payment Terms: Payment schedule, method, and conditions for the subscription amount

6. Completion: Timing and mechanics of completing the subscription, including deliverables

7. Conditions Precedent: Conditions that must be satisfied before completion can occur

8. Representations and Warranties: Statements of fact and assurances from both the Company and Subscriber

9. Subscriber's Undertakings: Ongoing commitments and obligations of the Subscriber

10. Company's Undertakings: Ongoing commitments and obligations of the Company

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Tag-Along Rights: Optional provision giving Subscriber right to join in sale of shares by other shareholders

2. Anti-Dilution Protection: Protection against dilution in case of future share issuances at lower valuations

3. Strategic Investor Rights: Special rights for strategic investors, such as board representation or veto rights

4. Share Transfer Restrictions: Additional restrictions on transfer of shares beyond standard articles

5. Dividend Rights: Special provisions regarding dividend entitlements

6. Information Rights: Enhanced information access rights for significant investors

7. Exit Rights: Specific provisions regarding future exit opportunities or IPO participation

Suggested Schedules

1. Schedule 1: Company Information: Details of the Company including corporate information, share capital structure

2. Schedule 2: Subscription Details: Detailed breakdown of subscription shares, price per share, and total consideration

3. Schedule 3: Warranties: Detailed warranties given by the Company

4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5: Articles of Association: Copy of or relevant excerpts from the Company's Articles

6. Appendix A: Form of Shareholders' Resolution: Template resolution approving the share issuance

7. Appendix B: Form of Share Certificate: Template share certificate to be issued

8. Appendix C: KYC Requirements: Required documentation for anti-money laundering compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






































Clauses

































Relevant Industries

Financial Services

Private Equity

Venture Capital

Technology

Real Estate

Manufacturing

Professional Services

Healthcare

Retail

E-commerce

Telecommunications

Energy

Infrastructure

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Executive Leadership

Board of Directors

Company Secretarial

Risk Management

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Investment Manager

Company Secretary

Director of Finance

Investment Analyst

Compliance Officer

Corporate Development Manager

Managing Director

Partner (Investment Firm)

General Counsel

Board Director

Financial Controller

Private Equity Associate

Venture Capital Associate

Investment Banking Associate

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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