Minnesota Subscription Agreement - A Section 3C1 Fund
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FAQ
Investor signs the subscription agreement; Investor pays for the shares; Company counter-signs the subscription agreement; Company issues the shares.
A Share Subscription Agreement is a legally binding contract between a company and an investor or subscriber. It outlines the terms and conditions under which the investor agrees to purchase newly issued company shares.
What information is typically included in a subscription agreement? Company information. Expectations of both parties. Agreement to subscribe (this includes the number of shares and price) Rights attached to the subscription. ... Terms for termination before completion. Nomination onto board. Confidentiality provisions.
Accredited investors can invest only in 3(c)(1) funds, whereas qualified purchasers can typically invest in both 3(c)(1) funds and 3(c)(7) funds. A 3(c)(1) fund allows only 100 accredited investors, or 250 accredited investors if the fund size is less than $10M.
A 3(c)(1) fund is a pooled investment vehicle that is excluded from the definition of investment company in the Investment Company Act because it has no more than 100 beneficial owners (or, in the case of a qualifying venture capital fund, 250 beneficial owners) and otherwise meets criteria outlined in Section 3(c)(1) ...
Understanding Countersignatures The first party will read the document and sign it if they agree to the terms of the agreement. The second party then countersigns the document, and in providing their signature, confirms their agreement with the terms of the contract.
3C1 allows private funds with 100 or fewer investors and no plans for an initial public offering to sidestep certain SEC requirements.
Summary. A subscription agreement is a formal agreement between a company and an investor to buy shares of a company at an agreed-upon price. It contains all the details of such an agreement, including Outstanding Shares, Shares Ownership, and Payouts.