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April 11, 2020 | 5 Min Read

How Subscription Agreements Work on StartEngine

subscription agreements

How Subscription Agreements Work on StartEngine

Though you may occasionally find debt, convertible-note, revenue-share or other offerings, most investment opportunities on the StartEngine platform are for equity. This equity comes in the form of a subscription agreement – the contract that represents your investment.

When you decide to invest in a company on StartEngine, your money will be held in escrow – in other words, it is safely held in a third-party account until the deal becomes official, or “closes”. Once the company has reached its fundraising target, it will then “close” on all the funding held in escrow and receive its cash. Then, it distributes equity to all of the investors, at which time your signed subscription agreement will be delivered to your email inbox.

Let’s walk through exactly what a subscription agreement is and how they work on StartEngine.

What Is a Subscription Agreement?

A subscription agreement is a contract between an investor and the company they are investing in that details an exchange of a certain number of shares (or another type of security) for a certain price. These details are also known as the terms of investment. These agreements are binding at the time the company countersigns it, even if the money you’ve agreed to invest in the company and/or the equity you will receive isn’t transferred right away.

A subscription agreement does not mean that you are now “subscribed” in some way and will be charged monthly, or multiple times. It is just the contract representing your one-time investment.

Subscription Agreements on StartEngine

Here’s how subscription agreements work on StartEngine:

Can I See the Subscription Agreement Before I Invest?

Yes, you can read the subscription agreement for any company before making an investment decision. You can find subscription agreements by clicking the “Invest Now” button on any campaign. At the bottom of the next page, there is a link to view the subscription agreement, and you will be asked to sign a statement saying that you have read and agree to the document.

How Will I Receive My Subscription Agreement?

After you agree to invest in a company on StartEngine, once that company’s campaign successfully closes and your invested funds clear, you will receive a confirmation email from the company via StartEngine with details about your investment, including your fully executed subscription agreement.

Because of the time it takes for a company to reach its investment target, disburse on funds in escrow (as explained above), and distribute equity, there is often a lag between the time in which you submit an investment and when you officially become an investor in that company – i.e. receive your subscription agreement.

The subscription agreement is your official proof of purchase and includes the number of shares you own in that company as a result of your investment on StartEngine.

When Will I Receive My Subscription Agreement?

Depending on how long it takes the company to close on the funds raised, it could take as little as a few weeks or as long as several months after your original investment was submitted. Sometimes, companies will close on the funds they’ve raised while the campaign is still ongoing, so you may receive your subscription agreement before the offering is over.

How Do I View My Signed Subscription Agreement?

You can view your signed subscription agreement by logging into your StartEngine account. Click your name in the top right-hand corner and select “View Investments”. You should see the option to view your signed subscription agreements next to all investments for which they’re available!

Remember, subscription agreements are only distributed once a company closes its fundraise, so you will not be able to view your signed subscription agreements for investments you’ve made in companies that haven’t closed their fundraising yet. You will be able to view your subscription agreement once your status changes from “received” to “invested”. 

A signed copy of your subscription agreement is also sent to you via email once the company takes your investment out of escrow.

Will I Receive Stock Certificates Too?

As with most stocks in today’s digital age, StartEngine shares are issued as “book-entry”. This means you will not receive a physical stock certificate.

Instead, your shares are held via electronic record by the issuing company’s transfer agent – an entity that handles important administrative tasks between a company and its shareholders. This digital process minimizes the cost and risk of physical stock certificates, as these require much more time to transfer (via mail) and can become lost.

We do issue ceremonial stock certificates for your investments, which you can view from your investor dashboard. However, these are not binding contracts. They are just ceremonial certificates that show you how much you invested.

Conclusion

Subscription agreements are the simplest, most effective and least costly way to account for the private exchange of equity, making the process easier for all involved – far easier for our users to manage than physical stock certificates!

Now that you know how they work on StartEngine, it’s time to find out which company your next subscription agreement will come from!

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Important Message

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

www.StartEngine.com is a website owned and operated by StartEngine Crowdfunding, Inc. (“StartEngine”), which is neither a registered broker-dealer, investment advisor nor funding portal.

Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary LLC (“SE Primary”), a broker-dealer registered with the SEC and FINRA / SPIC. You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system (ATS) regulated by the SEC and operated by SE Primary. SE Primary is a member of SIPC and explanatory brochures are available upon request by contacting SIPC at (202) 371-8300.

StartEngine facilitates three types of primary offerings:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

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Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. See additional general disclosures here.

By accessing this site and any pages on this site, you agree to be bound by our Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability.

Canadian Investors

Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

California Investors Only – Do Not Sell My Personal Information (800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.

StartEngine Marketplace

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC.

StartEngine Secondary (“SE Secondary”) is our investor trading platform. SE Secondary is an SEC-registered Alternative Trading System ("ATS") operated by SE Primary that matches orders for buyers and sellers of securities. It allows investors to trade shares purchased through Regulation A+, Regulation Crowdfunding, or Regulation D for companies who have engaged StartEngine Secure LLC as their transfer agent. The term “Rapid,” when used in relation to transactions on SE Marketplace, specifically refers to transactions that are facilitated on SE Secondary, This is because, unlike with trades on the StartEngine Bulletin Board (“SE BB”), trades on SE Secondary are executed the moment that they are matched.

StartEngine Bulletin Board ("SE BB") is a bulletin board platform on which users can indicate to each other their interest to buy or sell shares of private companies that previously executed Reg CF or Reg A offerings not necessarily through SE Primary. As a bulletin board platform, SE BB provides a venue for investors to access information about such private company offerings and connect with potential sellers. All investment opportunities on SE BB are based on indicated interest from sellers and will need to be confirmed. Even if parties express mutual interest to enter into a trade on SE BB, a trade will not immediately result because execution is subject to additional contingencies, including among others, effecting of the transfer of the shares from the potential seller to the potential buyer by the issuer and/or transfer agent. SE BB is distinct and separate from SE Secondary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. By contrast, under SE BB, SE Primary assists with the facilitation of a potential resulting trade off platform including, by among other things, approaching the issuer and other necessary parties in relation to the potential transaction. The term “Extended”, when used in relation to transactions on SE Marketplace denotes that these transactions are conducted via SE BB, and that these transactions may involve longer processing times compared to SE Secondary for the above-stated reasons.

Even if a security is qualified to be displayed on SE Marketplace, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.

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