Post-Incorporation Subscriptions and Other Contracts to Create Shares at a Future Time

Abstract

The general subject of "subscriptions" to corporate shares has received little or no adequate analysis either by courts or text writers in this country. The term "subscription" (or "subscription contract" or "subscription agreement") is employed by both courts and commentators in a variety of senses of which the following are the more frequent examples: 1. Agreements between a number of persons contemplating the future formation of a corporation, each one of whom designates the number of shares in the proposed corporation which he will take upon its organization. 2. Agreements between promoters of corporations and an individual whereby the individual promises the promoters to become the holder of a designated number of shares in a corporation to be formed by them. Here the contract differs from that set out in class one, in that the agreement is not between those who contemplate shareholdership in the corporation to be organized, but between one such person and the promoters. 3· Transactions between an existing corporation and an individual whereby shares of that corporation of a designated class and number are immediately created as to such individual, especially if the duty to deliver a share certificate to the other party is contingent upon certain agreed payments being made by him. 4· Contracts between a corporation and an individual for the creation at a future date of shares of the corporation of a designated class and number as to the individual. Here, as in the case of pre-incorporation subscriptions, the transaction may be merely between one individual and the corporation or it may involve a number of individuals and the corporation, as where a so-called subscription list is circulated and signed by those desiring to have shares or additional shares created as to them at a future date.