Get an advanced subscription agreement for your capital raise

An advanced subscription agreement can be useful where a company wants to bring in funds now but leave the share issue mechanics to a later trigger event, such as a priced round or another agreed milestone. That can help when valuation is still being worked through or when the parties want a simpler bridge into the next stage of fundraising. The document still needs careful drafting, though, because unclear trigger events, pricing mechanics, or long-stop outcomes can create confusion later when the investment is meant to convert.

The key terms usually include the subscription amount, the event that triggers conversion or share issue, how the investor's entitlement is calculated, any discount or valuation cap if those concepts are being used, and what happens if the expected future round does not occur. It is also important to address ranking, warranties if any are being given, and how the ASA interacts with your existing constitution or shareholder arrangements. Those points often matter more in practice than the label attached to the instrument.

We usually need the commercial terms of the raise, details about the investor or investors, your current company structure, and any existing documents that may affect the deal, such as a constitution, cap table, or shareholder arrangements. It also helps to know whether the ASA is intended as a short bridge to a near-term round or as a longer interim funding step. The drafting can change materially depending on those facts, especially where conversion mechanics need to line up with future fundraising plans.

It can be. Templates often use generic conversion wording that does not sit neatly with the way your raise is actually being run. Problems commonly arise where the trigger event is vague, the pricing formula is incomplete, or the document does not deal properly with what happens if the next round never occurs. A template also may not align with your existing governance documents. A tailored draft gives you a better chance of capturing the commercial deal accurately and spotting legal friction points before the document is signed.

Once engaged, you will provide the commercial deal points and any existing company documents that are relevant to the raise. We then prepare the draft ASA, highlight the clauses that are likely to matter most, and work through any questions needed to finalise the terms. If the drafting reveals a mismatch between the proposed ASA and your current governance documents or fundraising structure, we will flag that and explain the next step. Timing depends on complexity and how settled the commercial terms already are.

Submit an enquiry on this page or click 'Get started'. One of our legal consultants will review it within 1 business day and get in touch to understand what you need.

Your consultant will then email you a fixed-fee quote setting out the cost, scope and timing. If you're happy with it, you can accept the quote and sign our engagement letter online.

Once you've accepted, one of our Australian-qualified lawyers will work with you to complete your project. They'll contact you by email or phone if they need anything.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Advanced Subscription Agreement service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We work online, so we can help wherever you are in New Zealand. Our team works remotely, mainly from Australia.

Your work is done by our Australian-qualified lawyers, who hold Australian practising certificates and specialise in business law. None of them are New Zealand lawyers or hold a New Zealand practising certificate.

Sprintlaw NZ Limited is a legal consultancy, not a law firm, and is not regulated by the New Zealand Law Society. We don't act in court or tribunal matters, conveyancing (including leases and business sales) or other reserved areas of work. Communications with Sprintlaw are unlikely to be protected by legal professional privilege. We still keep everything confidential under our engagement letter.