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A Subscription Agreement forms the legal foundation when investors buy shares or securities in a Dutch company. It spells out how many shares they'll purchase, at what price, and under which conditions. Think of it as the binding contract that turns interested investors into actual shareholders.

Under Dutch corporate law, this agreement protects both sides by clearly stating key details like payment terms, closing requirements, and any special rights or restrictions on the shares. Companies often use these agreements during funding rounds, private placements, or when bringing in new shareholders to an existing business. The document must comply with Dutch Financial Supervision Act requirements, especially for regulated investments.

Use a Subscription Agreement when your company needs to bring in new investors or raise capital through share offerings in the Netherlands. This document becomes essential during funding rounds, private placements, or when expanding your shareholder base through new investment opportunities.

The agreement proves particularly valuable for startups seeking seed funding, established companies launching rights issues, or businesses conducting private placements under Dutch securities law. It helps formalize investment terms, protect both parties' interests, and ensure compliance with AFM regulations. Having this agreement in place becomes crucial before any money changes hands or shares are transferred.

• Fund Subscription Agreement: Used for investment fund participation, detailing capital commitments and investor qualifications
• Subscription Service Agreement: For recurring service relationships, outlining terms of ongoing service delivery and payments
• Limited Partnership Subscription Agreement: Specific to Dutch limited partnerships, covering partner capital contributions and profit sharing
• Software As A Service Subscription Agreement: Tailored for SaaS providers, addressing software access, data handling, and service levels
• Note Subscription Agreement: For debt instrument investments, specifying interest rates and repayment terms

• Companies and Startups: Dutch businesses seeking to raise capital by issuing shares or offering investment opportunities
• Investors: Individual or institutional buyers committing capital in exchange for equity or securities
• Corporate Lawyers: Draft and review Subscription Agreements to ensure compliance with Dutch corporate law and AFM regulations
• Board Members: Approve and execute agreements on behalf of the issuing company
• Investment Advisors: Guide clients through the subscription process and verify terms align with investment goals
• Compliance Officers: Monitor adherence to Dutch securities regulations and internal investment policies

• Company Details: Gather current shareholder information, corporate registration details, and board resolutions authorizing the share issuance
• Investment Terms: Define share price, number of shares, class of securities, and payment conditions
• Investor Information: Collect KYC documentation, proof of funds, and investment capacity verification
• Regulatory Compliance: Check AFM requirements and applicable Dutch securities laws for your specific offering
• Key Dates: Set subscription period, payment deadlines, and share transfer timing
• Documentation Review: Our platform generates legally-sound agreements tailored to Dutch law, ensuring all mandatory elements are included

• Party Details: Full legal names, addresses, and registration numbers of both company and investor
• Share Information: Precise description of securities, quantity, price per share, and total investment amount
• Payment Terms: Clear payment schedule, bank details, and consequences of default
• Representations: Company's authority to issue shares and investor's eligibility to purchase
• Dutch Law Compliance: Reference to relevant Corporate and Securities Law provisions
• Closing Conditions: Required approvals, documentation, and timing for share transfer
• Governing Law: Explicit choice of Dutch law and jurisdiction for dispute resolution
• Signature Block: Proper execution format meeting Dutch notarial requirements

A Subscription Agreement differs significantly from a Bond Purchase Agreement in several key aspects under Dutch law. While both involve investment transactions, they serve distinct purposes and carry different legal implications.

• Investment Type: Subscription Agreements deal with equity investments and share ownership, while Bond Purchase Agreements handle debt securities and fixed-income instruments
• Ownership Rights: Subscription Agreements grant shareholders voting rights and potential dividend payments; Bond Purchase Agreements only provide interest payments and principal repayment
• Duration: Share subscriptions typically represent permanent ownership stakes, whereas bonds have fixed maturity dates
• Risk Profile: Equity subscribers share company profits and losses, while bondholders have priority claim on assets and guaranteed interest
• Regulatory Framework: Share subscriptions fall under Dutch corporate law and AFM equity regulations; bond purchases align with debt securities regulations and prospectus requirements