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A Subscription Agreement is a legal contract where investors commit to buying shares, units, or other securities from a company or investment fund. In the Canadian market, these agreements are especially common for private placements, real estate investment trusts (REITs), and startup funding rounds.

The agreement spells out crucial details like the price per share, number of units purchased, and payment terms. It also includes important investor disclosures required by Canadian securities regulators, plus any rights or restrictions that come with the investment. Both private companies and public issuers use these agreements to raise capital while following provincial securities laws.

Use a Subscription Agreement when raising capital from investors through the sale of shares, units, or other securities in your company. This is essential for private placements, startup funding rounds, and real estate investment offerings across Canada. The agreement becomes particularly important when dealing with accredited investors or when conducting multiple investment rounds.

Companies need these agreements before accepting any investment funds to ensure compliance with provincial securities regulations and to protect both parties' interests. A properly structured Subscription Agreement helps avoid future disputes by clearly documenting investment terms, investor qualifications, and any restrictions on the securities being sold.

• Fund Subscription Agreement: Used for investment fund offerings, detailing unit purchases and investor qualifications for mutual funds or hedge funds
• Limited Partnership Subscription Agreement: Specifically designed for LP investments, outlining partner capital commitments and partnership terms
• Subscription Service Agreement: For recurring service offerings, defining service terms and payment schedules
• Software As A Service Subscription Agreement: Tailored for SaaS products, covering access rights and service levels
• Loan Note Subscription Agreement: Used for debt security investments, specifying interest rates and repayment terms

• Companies and Issuers: Organizations offering securities, from startups to established corporations, who draft and issue Subscription Agreements to raise capital
• Investors: Individual or institutional buyers who review and sign these agreements when purchasing shares or units
• Securities Lawyers: Draft and review agreements to ensure compliance with Canadian securities regulations and protect client interests
• Investment Advisors: Guide clients through the subscription process and verify investor qualification requirements
• Corporate Officers: Sign on behalf of the issuing company and oversee the execution of investment terms

• Investment Details: Determine exact offering terms, including price per share, minimum investment, and total offering size
• Investor Information: Gather investor details, accreditation status, and compliance with provincial securities regulations
• Company Documentation: Compile corporate records, shareholder agreements, and securities registration requirements
• Payment Terms: Define payment schedule, banking details, and closing conditions
• Legal Requirements: Our platform ensures your Subscription Agreement includes all mandatory elements and provincial compliance requirements
• Review Process: Set up internal approval steps and signature requirements for both company officers and investors

• Party Details: Full legal names, addresses, and registration numbers of the issuer and subscriber
• Securities Description: Precise details of shares or units being offered, including class, rights, and restrictions
• Purchase Terms: Price per unit, total investment amount, and payment conditions
• Investor Representations: Declarations of investor status, accreditation, and compliance with securities laws
• Risk Disclosures: Required investment risk warnings and acknowledgments
• Closing Conditions: Specific requirements for completing the transaction
• Governing Law: Applicable provincial jurisdiction and dispute resolution procedures
• Signature Blocks: Proper execution spaces for all required parties

A Subscription Agreement differs significantly from a Convertible Agreement in several key aspects, though both are used for company financing. While Subscription Agreements facilitate direct investment in shares or units, Convertible Agreements represent a promise of future equity conversion, typically used in early-stage funding.

• Timing of Equity: Subscription Agreements provide immediate ownership, while Convertible Agreements defer equity conversion until a future event
• Valuation Requirements: Subscription Agreements need a set company valuation at signing, but Convertible Agreements can delay this determination
• Investment Structure: Subscription Agreements represent straightforward share purchases, while Convertible Agreements often include discount rates and valuation caps
• Regulatory Compliance: Subscription Agreements must meet immediate securities law requirements, whereas Convertible Agreements face fewer upfront regulatory hurdles