Subscription Agreement (As Part Of A Private Placement) (11 Pages)

Please Note: this form is also offered in the Private Placement Forms package which includes Private Placement Memorandum and Investor Suitability Questionnaire.
This Form is a Subscription Agreement to be used in connection with a private placement of a stock offering. In order to meet the SEC requirements for an offering of stock to not be registered with the SEC, certain specific requirements must be satisfied, as recited in this Agreement; in particular, the sophistication and net worth of the investor. Here, the investor is purchasing shares in a corporation which shares will be subject to various restrictions on transfer unless they are subsequently registered with the SEC.
The Subscription Agreement is typically presented along with a Private Placement Memorandum which describes the stock offering in detail, outlines the risks of the investment, etc. There is often a Stockholders Agreement provided as part of a “package” of documents to be reviewed by the investor.
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others.  He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].