At a glance
A share subscription agreement is the document that governs how new shares are subscribed, paid for, allotted, and recorded. It is a core fundraising document because it explains the investment amount, valuation, conditions to close, company promises, and what happens if the investment does not complete as planned. At Inamdar Legal, we help founders and investors understand the commercial logic of the SSA before anyone signs. The goal is to make the funding step workable, documented, and legally coherent.
An SSA should define valuation, subscription price, closing conditions, representations, allotment mechanics, and the relation to the SHA and articles. For Indian startups, the filing and allotment steps matter as much as the economic terms.
- Valuation and subscription price
- Conditions precedent
- Representations and disclosures
- Closing and allotment filings
Investment amount and valuation
The agreement should state the amount being invested, the price per share, the class of shares being issued, and the valuation that supports the transaction. That is the commercial foundation of the deal.
- Investment amount
- Class of shares
- Pricing and valuation basis
Conditions precedent before closing
Before the money comes in, the company may need to complete legal, tax, or corporate tasks. The SSA should list those conditions clearly so there is no confusion about what must happen before closing.
- Pre-closing conditions
- Compliance cleanup
- Corporate approvals
Representations, warranties, and disclosures
The company and founders usually make statements about ownership, authority, compliance, and the absence of hidden problems. Any known exception should go into a disclosure schedule rather than be buried in the body of the contract.
- Company and founder statements
- Disclosure schedule
- Known exceptions
Closing, allotment, and post-closing rights
The SSA should say how the funds will be transferred, when the shares will be allotted, what filings will be made, and how the new rights connect to the SHA and articles.
- Payment and allotment steps
- Required corporate filings
- Post-closing rights and linkage
When to Review This
- Raising seed or angel funding
- Need share allotment paperwork
- Want to document funding conditions
- Need investor and company statements