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Shareholder Subscription Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement under Saudi Arabian law for a tech startup's Series A funding round, where a foreign venture capital firm will subscribe for 20% of the company's shares, with completion targeted for March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses




































Relevant Industries

Financial Services

Technology

Healthcare

Real Estate

Manufacturing

Retail

Energy

Telecommunications

Professional Services

Construction

Agriculture

Mining

Education

Transportation

Tourism

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Investment

Corporate Development

Board Secretariat

Shareholder Relations

Risk Management

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Corporate Finance Manager

Compliance Officer

Board Director

Managing Director

Finance Director

Company Secretary

Shareholder Relations Manager

Investment Banking Officer

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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