1. Summary
  2. Subscription Agreement
  3. Understanding a Subscription Agreement
  4. Advantages of a Subscription Agreement
  5. Disadvantages of a Subscription Agreement


One of the foremost widely utilized strategies by firms to boost funds is thru Initial Public providing (IPO), wherever the corporate sells the shares to the overall public. However, entities like start-ups or bootstrapped firms that don’t seem to be in a position to draw in public investors look toward personal investors for funding. once such personal investors area unit enclosed within the funding, the deal is completed through a Subscription Agreement.

Subscription Agreement

A subscription agreement may be a legal agreement between an organization and a non-public capitalist to sell a particular range of privately-owned shares of the corporate to the private capitalist. reciprocally for the shares, the personal investors invest a prespecified capital quantity that the corporate uses for such business operations.

The subscription agreement presents a personal investor’s candidature to affix a restricted partnership in a very company. A restricted partnership is once personal investors or partners own the corporate. underneath the subscription agreement, the terms are set for the corporate to sell a precise range of shares reciprocally for a present quantity from the personal capitalist.

Understanding a Subscription Agreement

A company that’s ex-directory on the stock exchanges is privately owned by the present partners of the corporate. Such an organization is also registered as a restricted partnership firm, startup, or little company. once such firms need to boost capital while not listing on the stock exchanges, they approach or are approached by personal investors.

These personal investors apply the subscription agreement to gift their application to be a restricted partner within the company. the overall partner within the company, World Health Organization manages the partnership entity and brings in restricted partners (private investors) victimization the subscription agreement. Once a personal capitalist is approved to be a restricted partner, the corporate gets a precise quantity of capital, and therefore the capitalist is termed a sleeping partner.

Silent partners are expected to take a position as a one-time quantity and don’t have any material participation in the business operations. they typically don’t seem to be concerned with the decision of the corporate and thence, are exposed to lower risk than the overall partners. The liability of personal capitalists underneath the subscription agreement is proscribed to the investor capital quantity, not like the unlimited liability of the overall partners.

Most share subscription agreements contain a particular rate of bonded returns for the personal investors on the endowed quantity. However, some subscription agreements give a proportion of the company’s profits as a gift for investment in the required quantity. what is more, the silent patterns have the proper to carry the stocks and sell them at the time of commercialism.

Advantages of a Subscription Agreement

A subscription agreement becomes an efficient tool for the overall partners to make sure that the corporate receives adequate funds whereas the personal capitalist will realize profits on the endowed quantity. Here are the benefits of a share subscription agreement:

  • Limited Liability: underneath the subscription agreement, the personal investor’s World Health Organization becomes the silent partner that has liability. In the case of the corporate changing into bankruptcy, the restricted partners can’t be commanded susceptible to repay the lenders or the other entity from their wealth. Their liability is proscribed to the endowed quantity.
  • One time-Investment: Silent partners are needed to take a position of a prespecified quantity as a one-time investment and not supply payments over time as risk capital contributions. underneath the subscription agreement, this makes up for a good thanks to investing a payment quantity and realizing returns.
  • Investment Growth: The subscription agreement permits investors to take a position in firms at the first stage of their growth. As businesses could grow to value billions, the quantity endowed by the personal investors will multiply by an enormous margin with time, permitting them to urge high returns on the investment.
  • Easier Funding: Not each company needs to list on the securities market for raising funds because the issue is also unsuccessful supported the company’s gift condition. Hence, general partners of the corporate apply subscription agreements to boost funds while not having to supply the shares to the overall public.

Disadvantages of a Subscription Agreement

Although a subscription agreement has various benefits for each overall and therefore the silent partners, it isn’t while its disadvantages. Here are a number of the disadvantages of a subscription agreement:

  • Lack of Rights: The silent partners don’t get internal rights like ballot rights and don’t seem to be allowed to be concerned with the regular activities or the company’s decision-making method. This restricts the silent partners from having a say and might lead to them losing their endowed quantity.
  • Huge Amount: underneath the subscription agreement, the personal partners are needed to take a position in an enormous lump–sum quantity while not the choice of stretching the investment over multiple tranches. Hence, some investors like shopping for equities from the secondary market.
  • No Liquidity: Once the personal capitalist invests within the company and becomes a sleeping partner through the subscription agreement, the funds are commanded by the corporate. the sole approach the silent partners will realize money for the shares is to possess somebody else gets them out, which may be an enormous trouble.
  • Lack of regulation: Since the deal that happens through the subscription agreement isn’t regulated by an organization like SEBI, it’s going to lead to a scarcity of transparency or alternative legal problems.