Shareholder Subscription Agreement
Professional. Compliant. Investor-Ready.
4.8 (127 reviews)
Last Updated: June 2025
What is a Shareholder subscription Agreement?
A Shareholder Subscription Agreement (SSA) is a legal contract between a company and an investor that formalizes the subscription and issuance of shares. It outlines the number and type of shares being subscribed, the subscription price, payment terms, and the rights and obligations attached to those shares.
This agreement ensures that capital is raised legally, transparently, and with full protection for both the company and the incoming shareholders.
📜 Service Description
A legally sound SSA drafted by Vakilify typically includes:
Type of Security Issued – Equity, CCPS, OCPS, etc.
Subscription Terms – Price per share, number of shares, payment method
Lock-In Period – Founder/investor lock-in terms, if applicable
Exit Rights – Buyback, IPO, strategic sale provisions
Veto & Reserved Matters – Investor protections and consent requirements
Tag Along / Drag Along Rights
Right of First Refusal (ROFR) / Right of First Offer (ROFO)
Warranties & Representations – From both company and subscriber
Governing Law & Dispute Resolution – Indian law jurisdiction + arbitration clause

GET IN TOUCH
Shareholder subscription Agreement
🏛 Laws Governing Shareholder Subscription Agreements in India
Your agreement will comply with:
Companies Act, 2013
Indian Contract Act, 1872
FEMA & RBI Regulations (for foreign investment)
Consolidated FDI Policy, 2020
SEBI Guidelines (if applicable to listed companies)
Competition Act, 2002 (in case of large acquisitions)

How it works?
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- Define partner roles
- Set profit-sharing terms
- Add exit & dispute clauses

TESTIMONIALS
What our Clients are Saying


FAQ’S
Frequently Asked Questions
SSA (Shareholder Subscription Agreement): Agreement between company and new investors subscribing to fresh shares.
SHA (Shareholders’ Agreement): Agreement between existing shareholders about internal rights, governance, and exits.
SPA (Share Purchase Agreement): Agreement between a buyer and seller of existing shares (not new issuance).
Yes. The SSA is often used in early-stage equity or convertible rounds. We can include VC-specific terms such as liquidation preference, anti-dilution, etc.
Yes. If you are issuing new shares (private placement, rights issue, etc.), an SSA is strongly recommended—and may be required for compliance and future audits.
SSAs can cover various instruments including:
Equity shares
Compulsorily Convertible Preference Shares (CCPS)
Optionally Convertible Preference Shares (OCPS)
Debentures (convertible or non-convertible)
Each type has specific legal implications, which we account for in your agreement.
Yes. We draft FEMA-compliant SSAs and assist with RBI filings, if needed.
We include clauses like:
Founder lock-in periods
Restrictions on share transfer
Control over reserved matters
Board nomination rights
Limited investor veto rights
These ensure you don’t lose control of your business post-investment.
The first draft is typically delivered within 2 working days of receiving all required inputs. We also provide up to 60 minutes of legal consultation to finalize and iterate the draft as per your needs.
Yes. We provide end-to-end assistance with corporate compliance, including:
Board resolutions
Form PAS-3 (return of allotment)
SH-7 (in case of capital increase)
Issuance of share certificates