What is included and what is not

Included

  • Subscription agreement (new shares) or share purchase agreement (existing shares), with title and capacity warranties and simple completion mechanics
  • Board and shareholder resolutions approving the allotment or transfer, waiving pre-emption rights and updating registers
  • Instrument of transfer or stock transfer form in the jurisdiction's prescribed form, where required
  • Share certificates or register entries and a completion checklist with stamp duty and filing steps
  • Optional investor term schedule (information rights, pre-emption on future issues, board observer) chosen at intake
  • Review and sign-off by a lawyer admitted in the jurisdiction
  • One round of amendments after your internal review

Not included

  • Due diligence on the company or the shares
  • Business warranties and indemnities for a negotiated M&A sale (quoted separately)
  • Stamp duty, securities transaction tax and registry fees
  • Foreign investment approvals (for example Taiwan investment review) beyond identifying that they are needed
  • Valuation of the shares

Review levels

Workflow draft
Product priceas listed, per jurisdiction
  • Drafted on the LegalMatrix workflow from the approved clause library and your intake answers
  • Checked by the LegalMatrix legal team for consistency and completeness
  • Delivered as an editable document with a clause-by-clause note
  • Document preparation: no lawyer sign-off, no legal advice
Lawyer review and sign-off add-on
+ US$350 and upper jurisdiction; 30% of the product price for larger documents
  • A lawyer admitted where the document will be used reviews, revises and signs off
  • Enforceability check for that jurisdiction: governing law, formalities, mandatory rules
  • Reviewer's name, admission and date on the document; 20-minute call included
  • Covered by the practising entity's professional indemnity

Counterparty Contract Review, the Negotiation Playbook and the Successor Programme Document Set include lawyer review in the price. IP filings are made by registered practitioners and are not offered without one.

Who it is for

For

  • Companies bringing in an angel or strategic investor
  • Founders rebalancing ownership or buying out a departing co-founder
  • Groups moving a subsidiary's shares between entities

Not for

  • Priced venture rounds with a lead investor's own long-form documents
  • Sales of a whole business with negotiated warranties

What the document does

Clause summaries. The product delivers the drafted and reviewed document, not a template.

Subscription or sale and purchaseStates the number and class of shares, the price and the conditions to completion.
Conditions precedentLists approvals, waivers and filings required before completion, including any foreign investment approval.
Completion mechanicsSets what each party delivers at completion: payment, resolutions, transfer form, register entries and certificates.
Title and capacity warrantiesConfirms the seller owns the shares free of encumbrances and each party can enter the agreement.
Pre-emption waiverDocuments existing shareholders' waiver of statutory or constitutional pre-emption rights.
Investor rights (optional)Adds information rights, future pre-emption and a board observer seat where chosen.
Stamp duty and taxesAllocates responsibility for stamp duty or transfer taxes and the timing of stamping.
Governing law and disputesChooses law and forum consistent with the company's shareholders' agreement.

How it runs

  1. Intake

    A questionnaire captures the company, the shares, the parties, price, existing shareholders' agreement and constitution, and the jurisdiction. An analyst confirms whether approvals or stamping apply.

  2. First draft

    The LegalMatrix workflow produces the agreement, resolutions, transfer form and completion checklist from the jurisdiction's clause library.

  3. Professional review

    A lawyer admitted in the jurisdiction checks the documents against the constitution, shareholders' agreement, Companies Act requirements and stamp duty rules, and signs off.

  4. Signature

    After one round of amendments, signature-ready documents are issued in signing order with the stamping and filing steps dated.

  5. Record update

    GoGoTrust updates the register of members, cap table and registry filings, and arranges stamping where it administers the company.

✓
Signed off by
A lawyer admitted in the jurisdiction reviews and signs off the transaction documents before release.

Price by jurisdiction

JurisdictionPriceWith lawyer sign-off
SingaporeUS$3,200US$4,150
Hong KongUS$3,200US$4,150
JapanUS$3,200US$4,150
TaiwanUS$3,200US$4,150
United StatesUS$3,200US$4,150
CanadaUS$3,200US$4,150
AustraliaUS$3,200US$4,150
New ZealandUS$3,200US$4,150
United KingdomUS$3,200US$4,150
MaltaUS$3,200US$4,150

Questions

Does the price include stamp duty?

No. Stamp duty, securities transaction tax and registry fees are paid to the authority and depend on the price and jurisdiction; the completion checklist shows what applies and when.

Can we sign the transfer form electronically?

Depends on the jurisdiction. Hong Kong transfer instruments must be stamped and are signed on paper; most other jurisdictions accept electronic signature. The checklist states the position.

What if the constitution gives existing shareholders pre-emption rights?

The product includes the waiver resolutions. Existing shareholders must sign them before the new shares are issued or the transfer is registered.

Do we need a new shareholders' agreement when an investor comes in?

Often the investor signs a deed of adherence to the existing agreement. If there is no agreement or the investor wants new terms, pair this product with the shareholders' agreement product.

Is foreign investment approval included?

No, but the intake identifies whether it applies (for example in Taiwan) and the conditions precedent are drafted accordingly.

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