Free template · 41 jurisdictions

Share subscription agreement templates by jurisdiction

A share subscription agreement is what an investor signs when subscribing for newly-issued shares: the price, the class, the number of shares, the representations and warranties of both the corporation and the investor, the closing conditions, and the securities-law exemptions being relied on. It is the contract layer on top of the share issuance.

Why jurisdiction still matters

Each template below provides a working starter calibrated to the corporate-law framework and the securities-exemption regime of the jurisdiction. For Canadian provinces, the template references NI 45-106 prospectus exemptions; for US states, Regulation D and the relevant state-level exemptions; for the UK, the FSMA financial-promotion exemptions.

Pick your jurisdiction of incorporation

Each template is statute-aware and free to download by email.

Canada

About this template

A share subscription agreement (also called a stock subscription agreement or simply subscription agreement) is the contract under which an investor or founder agrees to acquire shares in exchange for consideration. It accompanies the board resolution authorizing the issuance and the certificate issued. The subscription agreement establishes: who is acquiring shares, how many, at what price, with what representations and warranties, and under what conditions. For founder issuances, a restricted-stock purchase agreement (RSPA) is the typical variant.

When you need it

At any share issuance: founder issuance, employee equity purchase, investor subscription in a financing round, secondary purchase
When SAFEs or convertible notes convert and new shares are issued
When existing shareholders exercise pre-emption rights at a new round
When option exercises happen (technically a different form but similar function)

What it should cover

Parties: the corporation and the subscriber
Number and class of shares being subscribed for
Subscription price per share and total consideration
Representations from the subscriber: accredited investor status (US), investment intent, financial sophistication, restricted-securities acknowledgement
Representations from the corporation: authorization, valid issuance, no conflicts
Closing mechanics: when the funds are paid and the shares are issued
Restrictions on transfer (typically Securities Act / state blue-sky / Canadian NI 45-106 legends)
Any side agreements: vesting (for founder shares), voting (for investor shares)

FAQ

Common questions

Best practice yes. The subscription agreement is the contractual evidence that the subscriber acknowledged the price, the class, and the representations. Without it, the corporation has only the board resolution and the certificate, which doesn't include the subscriber's representations. The diligence cost of missing subscription agreements is real.

Subscription agreement: new shares issued directly by the corporation. The corporation receives the cash. Stock purchase agreement (SPA): existing shares transferred between two parties. The corporation may or may not be a party. For primary issuances, use a subscription agreement; for secondary transfers, use an SPA.

At founder issuance, most corporations use restricted-stock purchase agreements (RSPAs) rather than a generic subscription agreement. The RSPA adds vesting and repurchase terms specific to founder grants. The RSPA serves the same contractual function as a subscription agreement.

US private placements: accredited investor status (Reg D Rule 506(c) or 506(b)), investment intent (not for distribution), restricted-securities acknowledgement, suitability. Canadian NI 45-106 placements: accredited investor or other exemption category. UK FSMA placements: high-net-worth individual, sophisticated investor, or other exemption. The specific representations match the securities-law exemption being relied on.

Generally at closing: when the funds are received and the corporation issues the shares. The subscription agreement is signed before closing and binds the subscriber; the closing itself is the operative transfer. The closing date is the share-issuance date for register purposes.

The subscription agreement is a contractual commitment. If the subscriber breaches by not delivering funds, the corporation has contract-law remedies. In practice, for early-stage rounds with friendly investors, the corporation typically releases the subscription rather than litigates. For larger rounds with sophisticated investors, the breach is more material.

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Share subscription agreement templates by jurisdiction

Why jurisdiction still matters

Pick your jurisdiction of incorporation

Canada (Federal / CBCA)

Alberta

British Columbia

Manitoba

New Brunswick

Newfoundland and Labrador

Nova Scotia

Ontario

Prince Edward Island

Quebec

Saskatchewan

Arizona

California

Colorado

Connecticut

Delaware

Florida

Georgia

Illinois

Indiana

Maryland

Massachusetts

Michigan

Minnesota

Missouri

Nevada

New Jersey

New York

North Carolina

Ohio

Oregon

Pennsylvania

South Carolina

Tennessee

Texas

Utah

Virginia

Washington

Wisconsin

Wyoming

United Kingdom

About this template

When you need it

What it should cover

Common questions

Is a subscription agreement required for every issuance?

What's the difference between a subscription agreement and a stock purchase agreement?

Do all founders need to sign subscription agreements?

What representations should the subscriber make?

When is the subscription effective?

What if the subscriber backs out before closing?