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A Share subscription deed is a legal agreement that sets out the terms for buying new shares in a company. It creates binding commitments between the company issuing shares and the investors purchasing them, covering key details like price per share, payment timing, and the total investment amount.

Common in private equity deals and startup funding rounds across England and Wales, these deeds protect both parties by clearly documenting warranties, conditions for completion, and any special rights attached to the shares. They're particularly useful when companies need to raise capital in stages or have complex share structures with multiple investor classes.

Use a Share subscription deed when raising capital through new share issuance, especially for complex investments or staged funding rounds. It's essential for private companies bringing in new shareholders, like when accepting venture capital or organizing employee share schemes.

The deed becomes particularly valuable when dealing with multiple investor classes, special share rights, or specific completion conditions. Companies often need it during growth phases, restructuring, or when setting up investment protection mechanisms. It provides clear documentation of the investment terms, helping prevent future disputes and ensuring regulatory compliance in England and Wales.

• Standard Subscription Deed: Used for straightforward share issues with basic warranties and completion conditions
• Staged Investment Deed: Structures multiple investment tranches with specific milestones and payment schedules
• Convertible Note Subscription Deed: Combines debt-to-equity conversion rights with share subscription terms
• Employee Share Scheme Deed: Tailored for company-wide share offerings with specific vesting conditions
• Series Investment Deed: Includes enhanced investor protections and complex preference share rights for institutional investors

• Company Directors: Responsible for approving and executing the Share subscription deed on behalf of the issuing company
• Investors: Individual or institutional buyers committing capital in exchange for new shares
• Corporate Lawyers: Draft and review the deed terms, ensuring compliance with Companies Act requirements
• Company Secretary: Handles administrative aspects, including share certificate issuance and register updates
• Financial Advisers: Guide on valuation and investment terms, particularly for complex share structures

• Company Details: Gather current share capital structure, existing shareholders' rights, and company articles
• Investment Terms: Document share price, number of shares, total investment amount, and payment schedule
• Investor Information: Collect full legal names, addresses, and registration details of all participating investors
• Conditions: List any completion requirements, warranties, and representations needed from both parties
• Board Approval: Secure necessary board resolutions authorizing the share issue and deed execution
• Completion Mechanics: Detail the precise steps for payment, share certificate issuance, and register updates

• Parties: Full legal names and addresses of the company and all subscribers
• Share Details: Precise description of share class, quantity, price, and total subscription amount
• Payment Terms: Clear payment deadlines, method, and bank account details
• Warranties: Company representations and subscriber confirmations regarding capacity to enter agreement
• Completion Conditions: Specific requirements for finalizing the share issue
• Governing Law: Explicit statement of English law jurisdiction
• Execution Block: Proper signature sections for all parties, with witness provisions

A Share subscription deed differs significantly from a Share Purchase Agreement in several key ways. While both involve share transfers, they serve distinct purposes in corporate transactions.

• Purpose: Share subscription deeds involve issuing new shares directly from the company, while a Share Purchase Agreement governs the sale of existing shares between shareholders
• Capital Impact: Subscription deeds increase the company's share capital and bring new money into the business, whereas purchase agreements merely transfer ownership of existing shares
• Warranties: Subscription deeds typically contain company-level warranties about share issuance authority, while purchase agreements focus on seller warranties about share ownership
• Regulatory Requirements: New share issues require specific Companies House filings and board approvals, which aren't needed for simple share transfers