A well-drafted Corporate Stock Subscription Agreement will:

  • Provide a frame work for the purchase of shares in a corporation.
  • Provide that the corporation always retains the right to withdraw from the sale by refusing issuance of shares and returning the purchase price.
  • Provide certain warranties and assurances designed to protect the corporation by complying with federal and state law governing the sale of privately held stock.
  • Prevent the Subscriber from competing against the Corporation.
  • Require Subscriber to maintain the confidentiality of all company records.
  • Prevent Subscriber from impairing the goodwill of the company.
  • Prevent Subscriber from soliciting customers away from the company.
  • Provide for the indemnification of the officers of the corporation.


Information & Benefits:
The following information and benefits is what distinguishes us from other online providers.

Details the application of a purchaser of stock in the Corporation. Corporation always reserves the right to refuse to sell.

Warranties & Representations

These are very important in the sale of any security and are designed to protect the corporation by complying with federal and state laws and regulations governing such private placement sales. As such, the prospective purchaser acknowledges his understanding and acceptance of the following:

-- that he has received the background, history and financial soundness of the Corporation.
-- that he is purchasing the Corporation's common stock without being furnished any offering materials and that such purchase has not been scrutinized by the Securities & Exchange Commission or the Florida Department of Securities;
-- that he understands that the common stock of the Company has not been registered under the Securities Act of 1933, as amended, nor any State Blue Sky Law.
-- that he understands that he has no right to require registration under the Securities Act of 1933 or any State Blue Sky Law.
-- that he understands that the common stock is being purchased for the Subscribers own account for investment, not for the interest of any other person, and not for resale to others;
-- that he has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the investment or is able to bear the economic risk of the investment;
-- that he is, in relation to his total investment picture and net worth, making only a reasonable commitment to the Corporation;
-- that he is making an investment with the Corporation without the expectation or desire for a resale or distribution with respect thereto;
-- that he has no need for liquidity with respect to his investment in the Corporation;
-- that he recognizes that an investment in the common stock involves special risks;
-- that he recognizes that the Corporation has been only recently organized and that it has no financial and operating history;
-- that he realizes that, since the common stock cannot be readily sold and has no public market, the Subscriber may not be able to sell or dispose of the Subscriber's common stock and, therefore, that the Subscriber must not purchase the common stock unless the Subscriber has liquid assets sufficient to assure the Subscriber that such purchase will cause no undue financial difficulties to the Subscriber;
-- that he understands that the right to transfer the Corporation's common stock may be restricted as set forth in a Shareholders' Restrictive Agreement, including a restriction against transfers unless the Subscriber submits to the Corporation an opinion of an attorney at law stating that the proposed transfer is registered or exempt from registration pursuant to the Subscriber Act of 1933 and all relevant State Blue Sky Laws; and
-- that he understands that all information which the Subscriber has provided to the Corporation concerning the Subscriber, the Subscriber's financial position, and the Subscriber's knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Subscriber having paid the Subscribers subscription in full, that the Subscriber must immediately provide the Corporation with such information.

Number of Shares
Describes the number of shares purchased, the number of shares issued and outstanding, the par value and the price paid.

Restrictive Covenants
Such restrictive covenants offer the Corporation statutory remedies for violation and often prevent a Shareholder from unfairly competing against it or disclosing its confidential business information. As always, ensure any such restrictive covenant is within statutory parameters.

Mediation and Arbitration

Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).

Governing Law

Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to client as possible.

No Modification or Waiver

No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.


Notices should always list the current and best addresses where each party may contact the other for whatever reason.


Real Lawyers. Real People.
Spiegel & Utrera, P.A. : Affordable Agreements. Custom-Fit Contracts.

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