Home Contract Samples L LLC Subscription Agreement

Jump to Section

Quick Facts — LLC Subscription Agreement Lawyers

What is an LLC Subscription Agreement?

An LLC subscription agreement is an investor's application to join a limited liability company (LLC). It is also a two-way guarantee between a company and a new shareholder (subscriber). The company agrees to sell a certain number of shares at a specific price and, in return, the subscriber promises to buy the shares at the predetermined price.

Some agreements include a specified rate of return that investors are guaranteed to receive. Subscription agreements are common with startups and smaller companies. They're used when business owners don't have the resources to work with venture capitalists or to take the company public.

Common Sections in LLC Subscription Agreements

Below is a list of common sections included in LLC Subscription Agreements. These sections are linked to the below sample agreement for you to explore.

LLC Subscription Agreement Sample

Exhibit 4.1

FORM OF SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”), desires to purchase Class A Common Units (the “Units”) of Sun Dental Holdings, LLC, a Florida limited liability company (the “Company”). This Agreement is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of Class A Common Units (the “Units”) as described in the Company’s Offering Circular dated                 , 2015 (the “Offering Circular”), a copy of which has been delivered to Subscriber.

Accordingly, the Subscriber hereby agrees as follows:

1. Subscription for Units.

 

  1.1 The Subscriber hereby irrevocably subscribes for and agrees to accept from the Company that number of Units set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $[            ] per Unit. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Agreement. The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing.

 

  1.2 The closing of the Subscription of Units hereunder (the “Closing”) shall occur immediately upon: (i) the Company’s receipt of subscriptions from investors for the minimum offering amount set forth in the Offering Circular, (ii) acceptance by the Company of a properly executed Signature Page to this Agreement; and (iii) receipt of all funds for the subscription of Units hereunder.

2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Units, he must, and he does hereby, deliver:

 

  2.1 One (1) executed counterpart of the Signature Page attached to this Agreement to the Company; and

 

  2.2 an ACH or wire transfer directly to “FUNDAMERICA SECURITIES, LLC” in the amount set forth on the signature page attached to this agreement, representing payment in full for the units desired to be purchased hereunder, in accordance with the instructions set forth on Appendix A hereto.

3. Representations and Warranties of Subscriber. By executing this Agreement, the Subscriber makes the following representations and warranties to the Company:

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

 

  3.1 Such Subscriber acknowledges that Subscriber has received or has had access to a copy of the Company’s most recent Form 1-A Offering Statement and the Offering Circular contained therein.

 

  3.2 Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been taken. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

 

  3.3 If the Subscriber is purchasing the Units in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

 


  3.4 Either, (a) The aggregate purchase price such Subscriber is paying for the Units does not exceed 10% of the greater of such Subscriber’s annual income or net worth or (b) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. If Subscriber is an “accredited investor” Subscriber has checked the box below indicating the basis on which it is representing its status as an “accredited investor”:

 

  ¨ a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

 

  ¨ a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

 

  ¨ an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

 

  ¨ a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, excluding the “net value” of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for foreseeable future, with “net value” for such purposes being the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, but subtracting such indebtedness or obligation only if it is a liability already considered in calculating net worth;

 

  ¨ a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

 

  ¨ a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or

 

  ¨ an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards.

 

  ¨ an individual who is a director or executive officer of the Company.


  3.5 If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents and warrants that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Units, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units. Subscriber’s subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Florida.

5. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts and by facsimile or other electronic transmission.

6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.

7. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.

8. Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

9. Joinder. Subscriber hereby agrees that upon acceptance of this Subscription Agreement by the Company Subscriber shall be deemed a Member under the Company’s Second Amended and Restated Operating Agreement and be bound by such agreement.

[SIGNATURE PAGE FOLLOWS]


SUBSCRIBER SIGNATURE

The undersigned, desiring to irrevocably subscribe for the number of Units of Sun Dental Holdings, LLC (the “Company”) as is set forth below, acknowledges that it/he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.

IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

 

(PLEASE PRINT OR TYPE)  
Number of Units:                         
Total Dollar Amount of Subscription:                                 

 

 
Name:  

 

 
Tax Identification or Social Security Number                      

 

 
Address  

 

 
City, State and Zip Code  

COMPANY ACCEPTANCE OF SUBCRIPTION

In consideration of and in reliance upon the foregoing, the subscription is hereby accepted this         day of                 , 201    .

 

SUN DENTAL HOLDINGS, LLC
By:  

 

Name:   Derek Diasti
Title:   CEO

Reference:
Security Exchange Commission - Edgar Database, EX1A-4 SUBS AGMT.1 4 d33449dex1a4subsagmt1.htm FORM OF SUBSCRIPTION AGREEMENT, Viewed October 24, 2021, View Source on SEC.

Who Helps With LLC Subscription Agreements?

Lawyers with backgrounds working on llc subscription agreements work with clients to help. Do you need help with an llc subscription agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate llc subscription agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

See Real LLC Subscription Agreement Projects

Texas Start partnership contract for a new dental office Drafting
  • Texas
  • 3 lawyer bids
  • $995 - $1,500
View Details
New York Review of Delaware LLC Operating Agreement Review
  • New York
  • 8 lawyer bids
  • $335 - $800
View Details
North Carolina Establish an LLC for several existing single-family residents. Limit liability exposure from lawsuits or injuries. Umbrella policy does not provide the level of protection needed. Drafting
  • North Carolina
  • 4 lawyer bids
  • $750 - $1,245
View Details
Illinois Review a private plancement memorandum and related documents for a small investement in an LLC Review
  • Illinois
  • 8 lawyer bids
  • $499 - $2,499
View Details
Texas Medical business acquisition contract Drafting
  • Texas
  • 7 lawyer bids
  • $850 - $4,500
View Details
Wyoming Review "PROFITS INTEREST SUBSCRIPTION AGREEMENT" and "OPERATING AGREEMENT" of a Wyoming LLC Review
  • Wyoming
  • 12 lawyer bids
  • $500 - $2,000
View Details

See all LLC Subscription Agreement projects


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Need help with a LLC Subscription Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 23,118 reviews

Meet some of our LLC Subscription Agreement Lawyers

Michael M. on ContractsCounsel
View Michael
4.9 (333)
Member Since:
September 10, 2022

Michael M.

Principal
Free Consultation
Los Angeles, California
39 Yrs Experience
Licensed in CA
NYU

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.

Recent  ContractsCounsel Client  Review:
5.0

"Michael's expertise and judgment impressed me. I brought him in for contract advisory work, and he quickly asked the questions I hadn't considered, identified the risks that mattered, and set aside the ones I had wrongly prioritized. He changed how I understood the contract. He is an excellent advisor - highly recommended."

Keidi C. on ContractsCounsel
View Keidi
5.0 (19)
Member Since:
August 25, 2021

Keidi C.

Principal Attorney
Free Consultation
Boston, MA
28 Yrs Experience
Licensed in MA, NY
New England Law | Boston

Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. in International Relations. She earned her Juris Doctorate from New England Law | Boston and her LL.M. in Banking and Financial Law from Boston University School of Law. She is admitted to practice in Massachusetts and New York. Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law.

Recent  ContractsCounsel Client  Review:
5.0

"Received very meaningful advice and I hope to work with you in the future."

Michael C. on ContractsCounsel
View Michael
5.0 (16)
Member Since:
May 12, 2023

Michael C.

Attorney and Business Consultant
Free Consultation
Fayetteville, AR
18 Yrs Experience
Licensed in AR, MN
Brigham Young University

I offer top-tier legal expertise in startups, corporate governance, and general legal research. As a professor and published author, I have established myself as a legal expert, writer, and scholar. My strong research skills and innovative thinking make me a highly capable business consultant, legal adviser, and copywriter. Currently licensed to practice in Minnesota and Arkansas. Recent freelance projects include business plans, contract drafting, legal advisory memoranda, due diligence, pre-trial motion practice, and discovery review.

Recent  ContractsCounsel Client  Review:
5.0

"Michael was fast, helpful, and delivered exactly what I asked for!"

Heather B. on ContractsCounsel
View Heather
4.8 (60)
Member Since:
November 30, 2025

Heather B.

Founder & CEO
New York, New York
8 Yrs Experience
Licensed in MN, NY
Northwestern Pritzker School of Law

Delivering proactive and strategic guidance to health and fitness professionals and entities as they scale.

Recent  ContractsCounsel Client  Review:
5.0

"Quick turnaround, had everything I needed and a bit more. Could've used a bit more communication in the beginning to know my circumstance to help draft things I may not be thinking of or missed but all in all it was a great contract for the price."

Kenneth G. on ContractsCounsel
View Kenneth
4.9 (11)
Member Since:
November 25, 2023

Kenneth G.

Partner
Free Consultation
Washington, DC
19 Yrs Experience
Licensed in DC, PA
Georgetown University

Kenneth E. Gray, Jr. is a business and tax attorney who advises entrepreneurs, investors, and closely held companies on transactions, tax planning, disputes, and long-term wealth structuring. He focuses on helping clients make legally sound decisions that also make business sense. Ken’s practice includes business formation and restructuring, mergers and acquisitions, private investments and fundraising transactions, contract drafting and negotiation, and cross-border matters. He also maintains a significant tax practice, advising on federal and state structuring, specialty filings (including partnership, corporate, and non-resident matters), and representing clients in disputes before the U.S. Tax Court and other federal and state tribunals. In addition to his transactional work, Ken handles commercial and business litigation, including tax controversies, financial disputes, and partnership matters. His litigation experience informs how he structures deals and governance documents, with an eye toward preventing disputes before they arise. Ken also advises individuals and families on estate planning, trust formation, tax-efficient wealth transfer strategies, and probate administration, including planning involving closely held businesses and foreign assets. Before practicing law, Ken worked in banking and private equity, including managing a $5 billion emerging markets fund-of-funds portfolio at the U.S. Overseas Private Investment Corporation (OPIC) and serving in equity research at ABN AMRO. That financial background allows him to understand transactions from both the legal and capital perspective. He holds a J.D. from Georgetown University Law Center and an MBA from Yale University. He practices before the U.S. Tax Court, various state courts, and other federal courts.

Recent  ContractsCounsel Client  Review:
5.0

"It is not easy to find a lawyer that knows Offshore Asset Protection Trusts, which own a foreign LLC, which owns a USA LLC. Fines could reach $100K if the tax forms are incorrect, or not filed. He was able to review my draft returns and provide memos with required changes (many, many changes), after 1 follow-up everything was basically done other than a few tiny edits. I really appreciated how he worked me in, right in the busiest time of tax season, to ensure there were no errors. Would definitely hire again."

Joeie S. on ContractsCounsel
View Joeie
Member Since:
July 31, 2023

Joeie S.

Managing Member, The Skelly Law Firm
Free Consultation
Cape Coral, FL
4 Yrs Experience
Licensed in FL
Western Michigan University Thomas Cooley Law School

Attorney Skelly is a midwestern transplant from Iowa. She has been in Florida for the past 11 years. She went to undergrad at Buena Vista University, which is a small liberal arts college in Storm Lake, Iowa. After graduating with her Bachelor's degree in criminal justice, she went on to obtain her Master's degree in criminal justice from Kaplan university, which is now Purdue Global. While attending school full time for her Master’s degree, Attorney Skelly worked full time in social services helping children and their families who were involved in the dependency system. Attorney Skelly has a professional background in child welfare and social services having worked for 18 years in the field. Attorney Skelly always had a lifelong dream of becoming a lawyer and decided to fulfill her goal in May of 2019 by starting law school at Western Michigan University Thomas M. Cooley Law School at their Riverview campus. She did their accelerated program and completed law school in just over two years and graduated magna cum laude with honors. Attorney Skelly also received certificate of merit awards, which means attaining the highest grade in the class in secured transactions, research and writing, and family violence practice. While in law school Attorney Skelly was a teaching assistant to two tenured professors as well as a note taker for those students who had accommodations. She was also awarded the Alumni Association’s Distinguished Student Award. In her legal career, Attorney Skelly started out at the State Attorney’s Office in Fort Myers, FL. She helped prosecute several cases and personally worked as second chair on 9 jury trials and one bench trial. Once Attorney Skelly passed the bar, she worked for a family law firm under a board certified marital and family law practitioner where she gained tremendous knowledge in the area of family law which includes divorce, paternity, child custody/parenting plans, alimony and child support as well as domestic relations issues such as domestic violence injunctions. Attorney Skelly is also certified as a Guardian ad Litem and can serve as a Guardian ad Litem in family court cases. Attorney Skelly is a proud member of the Florida Bar, the Lee County Bar Association, and the American Bar Association.

Daniel W. on ContractsCounsel
View Daniel
Member Since:
July 31, 2023

Daniel W.

Principal Attorney
Free Consultation
Gallup, New Mexico
16 Yrs Experience
Licensed in ID, NM, WA
Seattle University School of Law

In my thirteen years of practice, I've had the opportunity to argue cases in state, federal, and tribal courts; in subjects as diverse as gaming, land tenure, water rights, treaty rights, finance, employment, criminal defense, conflict of laws, and tort (among others). But the real value I brought my clients came through avoiding litigation, fostering relationships, and developing long-term strategies.

Find the best lawyer for your project

Browse Lawyers Now

Lawyer Reviews for LLC Subscription Agreement Projects

Review of Delaware LLC Operating Agreement

5.0

"Great service!"

New York
Review
LLC Subscription Agreement
ContractsCounsel User

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a LLC Subscription Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 23,118 reviews
Financial lawyers by top cities
See All Financial Lawyers
LLC Subscription Agreement lawyers by city
See All LLC Subscription Agreement Lawyers

ContractsCounsel User

Recent Project:
Review of Delaware LLC Operating Agreement
Location: New York
Turnaround: A week
Service: Contract Review
Doc Type: LLC Subscription Agreement
Page Count: 3
Number of Bids: 8
Bid Range: $335 - $800
User Feedback:
Great service!

ContractsCounsel User

Recent Project:
Review a private plancement memorandum and related documents for a small investement in an LLC
Location: Illinois
Turnaround: Less than a week
Service: Contract Review
Doc Type: LLC Subscription Agreement
Page Count: 72
Number of Bids: 8
Bid Range: $499 - $2,499

Need help with a LLC Subscription Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 23,118 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city