Put your advanced subscription agreement in writing

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.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

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 operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.