A Share Application Form is a legal document that enables investors to formally apply for shares in a company’s capital raising or investment round. This document establishes the contractual relationship between the investor and the company, setting out the terms and conditions of the share subscription, investment amount, and legal obligations of both parties. It serves as both an offer from the investor to purchase shares and a binding agreement once accepted by the company.
Why You Need a Professional Share Application Form
A properly drafted Share Application Form is essential for any company conducting private capital raising activities. It ensures compliance with securities laws, protects both the company and investors by clearly defining rights and obligations, provides legal certainty for the investment transaction, and establishes the foundation for the ongoing shareholder relationship. Without a comprehensive application form, companies risk regulatory non-compliance, investor disputes, and potential challenges to the validity of share issuances.
COMPREHENSIVE SHARE APPLICATION FORM TEMPLATE (AUSTRALIA)
[COMPANY NAME] PTY LTD / LLC
SHARE APPLICATION FORM
Investment Opportunity
[Company Name] Pty Ltd / LLC (the “Company”) is pleased to provide you (the “Applicant” or “you”) with the opportunity to invest in the Company by making an offer to apply for new ordinary shares in the Company (“Shares”) at $[Amount] per Share.
This opportunity to invest in Shares is made to you personally for an investment in the Company on the terms set out in this Share Application Form. It is essential that you read this Application Form in its entirety and fully understand the terms and conditions on which you are investing in the Company.
This Share Application Form constitutes an offer by you to subscribe for Shares at the specified price per Share. The Company reserves the right to reject your offer or scale back its acceptance of your offer at its absolute discretion without providing reasons for such decision.
Important Notice: This document contains important information about your proposed investment. You should seek independent financial and legal advice before making any investment decision.
THE APPLICATION
By executing and returning this Share Application Form, the Applicant formally applies for the specified number of Shares (“Subscription Securities”), makes all declarations set out in this Application Form, and confirms that payment in [Currency] to purchase ALL the shares subscribed for (“Subscription Amount”) has been or will be transferred to the Company’s designated bank account as detailed below, in full via electronic funds transfer by [Time] on [Date].
Application Deadline: All applications must be received by [Time] on [Date] (“Closing Date”). The Company may extend or close the offer early at its sole discretion.
Minimum Investment: The minimum investment amount is $[Amount] representing [Number] Shares.
Maximum Investment: [If applicable] The maximum investment amount per investor is $[Amount] representing [Number] Shares.
TERMS AND CONDITIONS OF SECURITIES
Share Class: The Shares are fully paid ordinary shares in the Company issued on substantially the same terms and conditions as existing fully paid ordinary shares in the Company, subject to the Company’s Constitution and any shareholders’ agreement.
Rights Attached to Shares:
- Voting rights: One vote per Share at general meetings
- Dividend rights: Pro rata participation in dividends when declared
- Capital rights: Pro rata participation in surplus assets upon liquidation
- Pre-emptive rights: [As specified in Constitution/Shareholders Agreement]
- Transfer restrictions: Subject to Constitution and any shareholders’ agreement
Share Price Determination: The price per Share has been determined by the Company’s board of directors based on [valuation methodology/recent transaction/independent valuation] and represents the fair market value as at [Date].
Future Capital Raisings: The Company may conduct additional capital raisings at any time without obligation to offer participation rights to existing shareholders, except as may be required by the Company’s Constitution or applicable law.
APPLICANT DETAILS
Registered Legal Name:
(Include full legal designation – individual, company, trust, etc.)
Trading Name (if different):
Registered Address:
Street: _________________________________
City: _________________________________
State/Province: _________________________________
Postal Code: _________________________________
Country: _________________________________
Mailing Address (if different from registered address):
Street: _________________________________
City: _________________________________
State/Province: _________________________________
postal Code: _________________________________
Country: _________________________________
Entity Details (if applicable):
- Company/Corporate Trustee ACN: _________________________________
- ABN/Tax ID Number: _________________________________
- Trust ABN (if applicable): _________________________________
- HIN (Holder Identification Number, if applicable): _________________________________
Contact Information:
- Primary Contact Person: _________________________________
- Position/Title: _________________________________
- Email Address: _________________________________
- Business Phone: _________________________________
- Mobile Phone: _________________________________
- Fax: _________________________________
Investment Details:
- Number of Shares Applied For: _________________________________
- Price per Share: $[Amount] per Share
- Total Investment Amount: $_________________________________
- Investment Capacity: □ Individual □ Company □ Trust □ SMSF □ Other: _____________
PAYMENT INSTRUCTIONS
Company’s Designated Bank Account for Payment:
Account Name: [Company Bank Account Name] Financial Institution: [Bank Name] Bank/Sort Code: [BSB/Sort Code] Account Number: [Account Number] SWIFT/BIC Code: [If international transfers] Reference: [Specify reference format – typically investor name or application number]
Payment Requirements:
- Payment must be made in [Currency]
- Electronic funds transfer is the only accepted payment method
- Payment must be received in the Company’s account by [Time] on [Date]
- Funds must be transferred from an account in the same name as the Applicant
- Third-party payments will not be accepted without prior written consent
Payment Confirmation: □ I confirm that payment has been made □ I confirm that payment will be made by the specified deadline
Bank Transfer Reference Used: _________________________________
INVESTOR CLASSIFICATION
Please confirm your investor classification by checking all applicable boxes:
□ Sophisticated Investor – I am a sophisticated investor as defined in section 708(8) of the Corporations Act 2001 (Cth) and have attached appropriate certification
□ Professional Investor – I am a professional investor as defined in section 708(11) of the Corporations Act 2001 (Cth)
□ Experienced Investor – I have been assessed by an Australian Financial Services Licensee as an experienced investor in accordance with section 708(10) of the Corporations Act 2001 (Cth)
□ High Net Worth Individual – My net worth exceeds $[Amount] excluding primary residence
□ Institutional Investor – I am an institutional investor with assets under management exceeding $[Amount]
□ Other Exemption – I qualify under the following exemption: _________________________________
Supporting Documentation Required: □ Accountant’s certificate (for sophisticated investor classification) □ Financial statements or net worth statement □ AFSL assessment (for experienced investor classification) □ Other: _________________________________
DECLARATIONS AND REPRESENTATIONS
By executing and returning this Share Application Form to the Company, all controllers, directors, trustees, and beneficial owners of the Applicant acknowledge, represent, warrant, and declare that:
Investment Understanding and Suitability
a) Investment Comprehension: They have read, understood, and agree to be bound by all terms and conditions set out in this Application Form, the Company’s Constitution, and any applicable shareholders’ agreement.
b) Investment Suitability: They have determined that this investment is suitable for their investment objectives, financial circumstances, and risk tolerance after conducting appropriate due diligence.
c) Independent Decision: The investment decision has been made independently after considering all aspects deemed necessary to assess the merits and risks associated with the investment.
d) Professional Advice: They acknowledge the importance of seeking independent financial, legal, and tax advice and have either obtained such advice or consciously chosen to proceed without it.
Legal and Regulatory Compliance
e) Legal Capacity: The Applicant has full legal capacity, power, and authority to execute this Application Form and perform all obligations hereunder in accordance with applicable laws.
f) Regulatory Compliance: The Applicant satisfies all requirements for exemption from disclosure obligations under applicable securities laws, including Chapter 6D of the Corporations Act 2001 (Cth) or equivalent provisions in other jurisdictions.
g) Source of Funds: All funds used for this investment have been legally obtained and comply with applicable anti-money laundering and counter-terrorism financing laws.
h) Tax Compliance: The Applicant is in good standing with all applicable tax obligations and understands the tax implications of this investment.
Investment Risks and Disclaimers
i) Risk Acknowledgment: An investment in the Subscription Securities involves significant risks and is therefore speculative. The Applicant acknowledges they may lose all or part of their investment.
j) No Guarantees: None of the Company, its related entities, directors, officers, employees, or advisors have provided any guarantee, warranty, or representation regarding the Company’s performance, prospects, value, success, or return on investment.
k) Illiquid Investment: The Subscription Securities are illiquid, unquoted securities with no established market for trading, and the Applicant may not be able to sell their investment when desired.
l) No Listing Assurance: There is no guarantee that the Company will seek admission to any stock exchange or that its shares will be approved for trading on any exchange.
Shareholder Rights and Limitations
m) Minority Position: Upon becoming a shareholder, the Applicant will hold a minority interest in the Company and acknowledges:
- No anti-dilution rights except as specifically provided in governing documents
- The Company may issue additional shares without offering participation rights to existing shareholders
- Limited influence over Company management and strategic decisions
- Potential dilution of shareholding percentage in future capital raisings
n) Future Capital Raisings: The Company may conduct additional capital raisings at different valuations without obligation to existing shareholders, except as required by law or governing documents.
Disclosure and Confidentiality
o) Material Information: All information provided in this Application Form is true, accurate, and complete, and the Applicant will promptly notify the Company of any material changes.
p) Confidentiality: The Applicant agrees to maintain confidentiality of all non-public information received about the Company and its business.
q) Personal Information: The Applicant consents to the collection, use, and disclosure of personal information as necessary for the investment and ongoing shareholder relationship.
Legal Remedies and Limitations
r) Release of Claims: To the maximum extent permitted by law, the Applicant releases the Company and its related entities, directors, officers, employees, and agents from all claims arising from or relating to the investment, except for fraud or willful misconduct.
s) Application Acceptance: The Company has absolute discretion to accept, reject, or scale back any application without providing reasons.
t) Governing Law: This Application Form is governed by the laws of [Jurisdiction] and the parties submit to the exclusive jurisdiction of the courts of [Jurisdiction].
ADDITIONAL TERMS AND CONDITIONS
Anti-Money Laundering and Know Your Customer
The Applicant acknowledges that the Company is required to comply with anti-money laundering and counter-terrorism financing legislation and agrees to provide all information and documentation requested for identity verification and source of funds confirmation.
Required Documentation: □ Government-issued photo identification □ Proof of address (utility bill or bank statement within 3 months) □ Bank statements or other source of funds documentation □ For entities: Certificate of incorporation, beneficial ownership information □ Other: _________________________________
Privacy and Data Protection
The Company will collect, use, and store personal information in accordance with applicable privacy laws. Personal information may be disclosed to professional advisors, regulators, and other parties as necessary for the investment and ongoing relationship.
Communication and Notices
All communications relating to this investment will be sent to the contact details provided above. The Applicant is responsible for notifying the Company of any changes to contact information.
Modification and Waiver
This Application Form may only be modified by written agreement signed by both parties. No waiver of any provision will be effective unless in writing and signed by the party granting the waiver.
Severability
If any provision of this Application Form is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Counterparts and Electronic Signatures
This Application Form may be executed in counterparts and electronic signatures will be deemed equivalent to original signatures.
EXECUTION
For Individual Applicants:
Applicant Signature: _________________________________
Print Name: _________________________________
Date: _________________________________
Witness (if required):
Signature: _________________________________
Print Name: _________________________________
Date: _________________________________
For Corporate Applicants:
Executed by [Company Name] in accordance with section 127(1) of the Corporations Act 2001 (Cth):
Director/Secretary:
Signature: _________________________________
Print Name: _________________________________
Title: _________________________________
Date: _________________________________
Director:
Signature: _________________________________
Print Name: _________________________________
Title: _________________________________
Date: _________________________________
Company Seal (if applicable): [SEAL]
For Trust Applicants:
Executed by the Trustee(s) of [Trust Name]:
Trustee 1:
Signature: _________________________________
Print Name: _________________________________
Date: _________________________________
Trustee 2:
Signature: _________________________________
Print Name: _________________________________
Date: _________________________________
CHECKLIST FOR SUBMISSION
Before submitting this Application Form, please ensure:
□ All sections are completed accurately and legibly □ All required signatures and dates are provided □ Payment has been made or will be made by the deadline □ All required supporting documentation is attached □ Contact information is current and accurate □ Copy of completed form is retained for your records
Documents to Attach: □ Proof of investor qualification (accountant’s certificate, etc.) □ Identity verification documents □ Bank transfer confirmation/receipt □ Power of attorney (if signed by attorney) □ Corporate resolutions (for corporate applicants) □ Trust deed extract (for trust applicants)
SUBMISSION INSTRUCTIONS
Completed Application Forms and supporting documents should be submitted to:
Email: [Email Address] Subject Line: Share Application – [Your Name/Entity Name]
Postal Address:
[Company Name]
[Street Address]
[City, State, Postal Code]
[Country]
Application Deadline: [Time] on [Date]
Confirmation: You will receive email confirmation of receipt within [Number] business days. If you do not receive confirmation, please contact [Contact Information].
IMPORTANT LEGAL DISCLAIMERS
Investment Risk Warning
This investment opportunity involves significant risks and is suitable only for sophisticated investors who can afford to lose their entire investment. Key risks include:
- Business Risk: The Company may not achieve its business objectives or financial projections
- Market Risk: Market conditions may adversely affect the Company’s performance
- Liquidity Risk: There is no established market for the shares and you may not be able to sell when desired
- Dilution Risk: Future share issuances may reduce your percentage ownership
- Total Loss Risk: You may lose your entire investment
No Financial Advice
This Application Form does not constitute financial product advice, securities recommendation, or investment advice. The Company has not considered your personal financial situation, investment objectives, or needs. You should seek independent professional advice before making any investment decision.
Forward-Looking Statements
Any forward-looking statements regarding the Company’s prospects, projections, or plans are subject to significant risks and uncertainties. Actual results may differ materially from those projected.
Regulatory Compliance
This offer is made in reliance on exemptions from disclosure requirements under applicable securities laws. The shares have not been registered under securities legislation and cannot be resold except in accordance with applicable legal requirements.
Key Benefits of This Comprehensive Template
Legal Compliance and Protection
This Share Application Form template ensures full compliance with securities laws and regulations, protecting both the company and investors through comprehensive disclosure and risk acknowledgment provisions. It includes all necessary legal protections and regulatory requirements for private capital raising activities.
Professional Standards and Credibility
The template meets institutional investment standards and creates professional credibility with sophisticated investors, banks, and legal advisors. It demonstrates thorough legal preparation and business professionalism that investors expect from serious investment opportunities.
Risk Management and Liability Protection
Comprehensive declarations and representations protect the company from potential legal claims while ensuring investors fully understand the risks and nature of their investment. The template includes appropriate liability limitations and risk disclosures.
Operational Efficiency and Administration
Standardized application processes streamline investment administration, reduce processing time, and minimize errors. Clear instructions and checklists ensure complete applications and reduce back-and-forth communications with investors.
Flexibility and Customization
While comprehensive, the template can be customized for different investment structures, share classes, and jurisdictions. It provides a solid foundation that can be adapted for various capital raising scenarios.
Documentation Standards for Due Diligence
The template creates proper documentation standards that facilitate due diligence processes for future investment rounds, audits, or exit transactions. Professional documentation enhances company valuation and investor confidence.
Important Implementation Considerations
Legal Review and Customization
Every Share Application Form should be reviewed by qualified legal counsel to ensure compliance with applicable laws and alignment with the company’s specific circumstances. Generic forms cannot address all legal requirements and business-specific considerations.
Regulatory Compliance Verification
Securities laws vary by jurisdiction and change frequently. Professional legal review ensures compliance with current regulations and proper implementation of available exemptions from disclosure requirements.
Integration with Corporate Documents
The Application Form must align with the company’s Constitution, shareholders’ agreements, and other governing documents. Inconsistencies can create legal complications and enforcement challenges.
Investor Relations and Communication
Clear communication throughout the application process enhances investor experience and reduces potential disputes. Professional handling of the capital raising process reflects positively on company management and governance.
Ready to Conduct Professional Capital Raising?
Don’t risk your capital raising success with amateur documentation or generic templates. Professional Share Application Forms are essential for legal compliance, investor protection, and successful fundraising outcomes.
Your company’s reputation and legal protection depend on professional documentation.
Sophisticated investors, institutional funds, and high-net-worth individuals expect professional-grade documentation that demonstrates legal compliance and business competence. Substandard application forms can derail investment opportunities and create significant legal risks.
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Your Share Application Form is often the first legal document potential investors review. Professional presentation and comprehensive legal protection are essential for:
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