Subscription Agreement for Shares of Stock - Form Pro · PH-law

PRE-INCORPORATION SUBSCRIPTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Pre-Incorporation Subscription Agreement (the “Agreement”) is made and executed at the City/Municipality of ________, Province of ________, this ________ day of ________, by and between:

________, a corporation to be organized and existing under and by virtue of the laws of the Republic of the Philippines, with proposed principal office address at ________, represented in this act by its incorporator/authorized representative ________, who holds the position of ________, duly authorized for this purpose (hereinafter referred to as the “Company”);

- and -

________, Filipino, of legal age, with residence and postal address at ________ (hereinafter referred to as the “Subscriber”).

The Company and the Subscriber shall hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

WITNESSETH: That —

WHEREAS, the Company is in the process of incorporation under the Revised Corporation Code of the Philippines (Republic Act No. 11232) and the rules and regulations of the Securities and Exchange Commission (“SEC”);

WHEREAS, the proposed authorized capital stock of the Company is ________ Pesos (Php________), divided into ________ Common Shares with a par value of ________ Pesos (Php________) per share;

WHEREAS, the Subscriber desires to subscribe to ________ Common Shares of the Company (the “Shares”), and the Company is willing to accept such subscription, subject to the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties hereby agree as follows:

Art. I. SUBSCRIPTION

1.1. The Subscriber hereby irrevocably subscribes to ________ Common Shares of the Company at a subscription price of ________ Pesos (Php________) per share, or an aggregate subscription price of ________ Pesos (Php________) (the “Subscription Price”).

1.2. The subscription herein is made in compliance with the minimum subscription and paid-up capital requirements under Section 13 of the Revised Corporation Code, where applicable.

Art. II. PAYMENT OF THE SUBSCRIPTION PRICE

2.1. The Subscriber shall pay the sum of ________ Pesos (Php________) representing the paid-up portion of the Subscription Price, the receipt of which is hereby acknowledged by the Company through its authorized representative.

2.2. The unpaid balance of the Subscription Price, if any, shall be payable upon call by the Board of Directors of the Company in accordance with Sections 66 to 70 of the Revised Corporation Code, and shall be subject to interest at the legal rate from the date of default until fully paid, without prejudice to the remedies available to the Company under law.

Art. III. IRREVOCABILITY AND REVOCATION OF SUBSCRIPTION

3.1. In accordance with Section 60 of the Revised Corporation Code, this subscription shall be irrevocable for a period of six (6) months from the date hereof, except with the consent of all of the other subscribers, or in the event that the Company fails to incorporate within the said period or within a longer period as may be stipulated in the Articles of Incorporation.

3.2. No pre-incorporation subscription may be revoked after the Articles of Incorporation of the Company have been submitted to the SEC.

Art. IV. DOCUMENTARY STAMP TAX

4.1. The Documentary Stamp Tax (“DST”) due on the original issuance of the Shares under Section 174 of the National Internal Revenue Code, as amended, shall be filed and paid within five (5) days after the close of the month in which the Shares are issued. For purposes of this Article, the Shares shall be deemed issued on the date of this Agreement, unless otherwise required by applicable tax regulations.

4.2. The DST shall be for the account of ________.

Art. V. ISSUANCE AND DELIVERY OF STOCK CERTIFICATES

5.1. Pursuant to Section 63 of the Revised Corporation Code, a Certificate of Stock shall be issued to the Subscriber only upon full payment of the Subscription Price together with interest and expenses, if any, and provided that the DST on the original issuance of the Shares has been duly paid.

5.2. No certificate of stock shall be issued to the Subscriber for shares not fully paid.

Art. VI. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

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6.2. The Subscriber acknowledges that the Company will become a going concern only upon its due incorporation and registration with the SEC.

Art. VII. DATA PRIVACY

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Art. VIII. SUPPORTING DOCUMENTS AND FURTHER ACTS

The Parties agree to execute, deliver, and file such other documents and to perform such other acts as may be reasonable and necessary for the proper implementation of this Agreement, including the submission of all documentary requirements to the SEC and the Bureau of Internal Revenue.

Art. IX. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Art. X. VENUE OF DISPUTES

Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues, without prejudice to the jurisdiction of the SEC over intra-corporate controversies.

Art. XI. SEVERABILITY

If any provision of this Agreement is declared invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect.

Art. XII. WAIVER

The failure of either Party to enforce at any time any of the provisions of this Agreement, or to require at any time the performance by the other Party of any of the provisions hereof, shall not be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every such provision.

Art. XIII. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, or sent by registered mail or recognized courier, to the addresses of the Parties first written above, or to such other address as a Party may designate by written notice to the other Party.

Art. XIV. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and under the law are cumulative and shall not be construed as exclusive of any other rights unless otherwise required by law.

Art. XV. HEADINGS

The headings used in this Agreement are for convenience only and do not affect the interpretation or construction of any of its provisions.

Art. XVI. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, and assigns.

Art. XVII. ENTIRETY OF AGREEMENT

This Agreement constitutes the entire agreement between the Company and the Subscriber with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether oral or written.

Art. XVIII. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended or modified only by a written instrument duly signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Company

By:

________
________

________
Subscriber

SIGNED IN THE PRESENCE OF:

________          ________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________ )
CITY OR MUNICIPALITY OF ________ ) S.S.

BEFORE ME, a Notary Public for and in the City or Municipality of ________, ________, this ________ day of ________, personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________;

2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________;

all known to me and to me known to be the same persons who executed the foregoing Pre-Incorporation Subscription Agreement consisting of ________ pages, including this page on which this Acknowledgement is written, and signed by the Parties and their instrumental witnesses on each and every page thereof, and they acknowledged to me that the same is their free and voluntary act and deed and that of the entity herein represented.

WITNESS MY HAND AND SEAL on the day, year, and at the place first above written.

________
Notary Public

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.