PRE-INCORPORATION SUBSCRIPTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Subscription Agreement (the "Agreement") is made and entered into at City/Municipality of ___________________________, Province of ___________________________, this ________ day of ________________, 20____, by and between:
________, a corporation that will be formed under and by virtue of the laws of the Republic of the Philippines, with principal address at ________, represented in this act by by ________, who holds the following position: ________, duly authorized for this purpose (hereinafter referred to as the "Company")
- and -
________, Filipino, of legal age, with address at ________ (hereinafter referred to as the "Subscriber")
Company and Subscriber shall hereinafter be referred to collectively as the "Parties"
WITNESSETH THAT:
WHEREAS, Company will have ________ () unissued Common Shares;
WHEREAS, Subscriber wishes to subscribe to ________ () Common Shares of the Company (the "Shares");
NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereto agree as follows:
I. SUBSCRIPTION
Subscriber hereby subscribes to the Shares at a subscription price of ________ (Php________) per share or a total subscription price of ________ (Php________) (the "Subscription Price").
II. PAYMENT
Receipt of the full Subscription Price is hereby acknowledged by the Company.
III. REVOCATION OF SUBSCRIPTION
This Agreement is irrevocable for Six (6) Months from the date of subscription unless the revocation is with the consent of all other subscribers or if the Company fails to incorporate within the same period.
IV. DOCUMENTARY STAMP TAX
Company shall file and pay the Documentary Stamp Tax ("DST") within Five (5) Days after the the close of the month when the Shares were issued. For purposes of this section, the Shares shall be considered issued on the date of this Agreement.
V. DELIVERY OF STOCK CERTIFICATES
The Certificate of Stock shall be issued to Subscriber upon full payment of the Subscription Price and the interest and expenses, if any, provided that the DST on the issuance of the shares has also been paid.
VI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
VII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
VIII. 285558
2588552 22 282525 25522 22 828882, 82 222 25 2252 828252828, 252 825882 22522525282 22 522 22 252 22528 22 2588 825222222, 25 22 25258882 522 2252822 525282 822258225, 85588 2525252225 222 82 822825525 58 58525222222 25 852828852822 25 858825 22 8585 2252. 82 858825 85588 82 522225 22 5582 8222 2552 528288 252528825 82 8582822 525 882225 82 8222522 25 5588858825. 82 858825 22 522 2252 25 252888822 22 2588 825222222 85588 8228282522 5 858825 22 522 22525 2252 25 252888822 25 22 252 8522 252888822 22 5 252552 5522.
IX. 885855828855
5588 825222222 252 82 25285225 82 825222525528, 588 22 85885 8228282522 5 882282 525222222. 52 252 55228 822 22525 52 252 8822525528 22 2588 52852222 552 582225222, 252 825222222 85588 82 8228852525 222282882 58 22 252 5522 2552 8225 8222522 525 5588858825 882225 252 825222222.
X. 555588852558
552 8285885822 22 522 2252822 22 2588 825222222 8888 222 525 85588 222 82 522225 22 522282 252 85885822 22 522 22525 252888822. 52 252 28222 2552 522 252888822 22 2588 825222222 88 5285 22 82 8285885, 8222522 525 5588858825 52522 2552 252 522582822 2528888228 85588 82 522225 22 82 82 2588 22582 525 222282 58 82 2522 555 8222 25285225 8588285222 22 252 25252222222 22 252 8285885 252888822.
XI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XIII. SUCCESSORS AND ASSIGNS
This Contract shall be binding on the successors and assigns of both Parties.
XIV. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Company and Subscriber and supersedes all prior negotiations, representations, agreements, either oral or written.
XV. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Company
By:
________
________
________
Subscriber
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 ________________________, 20______, 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 constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
PRE-INCORPORATION SUBSCRIPTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Subscription Agreement (the "Agreement") is made and entered into at City/Municipality of ___________________________, Province of ___________________________, this ________ day of ________________, 20____, by and between:
________, a corporation that will be formed under and by virtue of the laws of the Republic of the Philippines, with principal address at ________, represented in this act by by ________, who holds the following position: ________, duly authorized for this purpose (hereinafter referred to as the "Company")
- and -
________, Filipino, of legal age, with address at ________ (hereinafter referred to as the "Subscriber")
Company and Subscriber shall hereinafter be referred to collectively as the "Parties"
WITNESSETH THAT:
WHEREAS, Company will have ________ () unissued Common Shares;
WHEREAS, Subscriber wishes to subscribe to ________ () Common Shares of the Company (the "Shares");
NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereto agree as follows:
I. SUBSCRIPTION
Subscriber hereby subscribes to the Shares at a subscription price of ________ (Php________) per share or a total subscription price of ________ (Php________) (the "Subscription Price").
II. PAYMENT
Receipt of the full Subscription Price is hereby acknowledged by the Company.
III. REVOCATION OF SUBSCRIPTION
This Agreement is irrevocable for Six (6) Months from the date of subscription unless the revocation is with the consent of all other subscribers or if the Company fails to incorporate within the same period.
IV. DOCUMENTARY STAMP TAX
Company shall file and pay the Documentary Stamp Tax ("DST") within Five (5) Days after the the close of the month when the Shares were issued. For purposes of this section, the Shares shall be considered issued on the date of this Agreement.
V. DELIVERY OF STOCK CERTIFICATES
The Certificate of Stock shall be issued to Subscriber upon full payment of the Subscription Price and the interest and expenses, if any, provided that the DST on the issuance of the shares has also been paid.
VI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
VII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
VIII. 285558
2588552 22 282525 25522 22 828882, 82 222 25 2252 828252828, 252 825882 22522525282 22 522 22 252 22528 22 2588 825222222, 25 22 25258882 522 2252822 525282 822258225, 85588 2525252225 222 82 822825525 58 58525222222 25 852828852822 25 858825 22 8585 2252. 82 858825 85588 82 522225 22 5582 8222 2552 528288 252528825 82 8582822 525 882225 82 8222522 25 5588858825. 82 858825 22 522 2252 25 252888822 22 2588 825222222 85588 8228282522 5 858825 22 522 22525 2252 25 252888822 25 22 252 8522 252888822 22 5 252552 5522.
IX. 885855828855
5588 825222222 252 82 25285225 82 825222525528, 588 22 85885 8228282522 5 882282 525222222. 52 252 55228 822 22525 52 252 8822525528 22 2588 52852222 552 582225222, 252 825222222 85588 82 8228852525 222282882 58 22 252 5522 2552 8225 8222522 525 5588858825 882225 252 825222222.
X. 555588852558
552 8285885822 22 522 2252822 22 2588 825222222 8888 222 525 85588 222 82 522225 22 522282 252 85885822 22 522 22525 252888822. 52 252 28222 2552 522 252888822 22 2588 825222222 88 5285 22 82 8285885, 8222522 525 5588858825 52522 2552 252 522582822 2528888228 85588 82 522225 22 82 82 2588 22582 525 222282 58 82 2522 555 8222 25285225 8588285222 22 252 25252222222 22 252 8285885 252888822.
XI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XIII. SUCCESSORS AND ASSIGNS
This Contract shall be binding on the successors and assigns of both Parties.
XIV. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Company and Subscriber and supersedes all prior negotiations, representations, agreements, either oral or written.
XV. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Company
By:
________
________
________
Subscriber
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 ________________________, 20______, 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 constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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