��������Ƶ

A Share subscription deed is a legally binding agreement that outlines how investors will acquire new shares in a German company. It details the exact number of shares, price per share, and payment terms while ensuring compliance with the German Stock Corporation Act (Aktiengesetz).

This document plays a crucial role in capital raising, particularly for GmbHs and AGs. It protects both the company and subscribers by clearly stating key conditions like subscription deadlines, warranties, and any special rights attached to the shares. The deed becomes especially important during funding rounds and must be notarized under German law to be legally valid.

Use a Share subscription deed when raising capital through new share issuance in your German company. This becomes essential during funding rounds, particularly when bringing in new investors or conducting a private placement. The deed helps structure the investment process properly under German corporate law.

The timing is critical - implement it before any money changes hands or shares are issued. German startups and growing companies need this document when expanding their shareholder base, launching Series A/B rounds, or offering employee stock options. It's particularly vital for GmbHs transitioning to AG status or companies planning significant capital restructuring.

• Basic Share Subscription Deed: Standard version for straightforward share issuance in German GmbHs, covering essential terms and payment conditions
• Series Investment Deed: Enhanced version with sophisticated investor rights, anti-dilution provisions, and drag-along clauses for venture capital rounds
• Employee Share Scheme Deed: Tailored for staff participation programs, including vesting schedules and company buyback rights
• Convertible Note Subscription Deed: Combines share subscription with conversion mechanisms for startup bridge financing
• AG Public Offering Deed: Comprehensive version meeting strict regulatory requirements for public stock corporations

• Company Directors: Authorize and execute the Share subscription deed on behalf of the issuing company, ensuring compliance with German corporate law
• Investors: Review and sign the deed when purchasing new shares, confirming their commitment to the investment terms
• Corporate Lawyers: Draft and review the deed, ensuring it meets German legal requirements and protects all parties' interests
• Notaries: Authenticate the deed and verify identities as required by German law for share transfers
• Company Secretary: Maintains corporate records and ensures proper registration of new shareholders in the company register

• Company Details: Gather current articles of association, shareholder register, and commercial register extracts
• Share Information: Calculate exact number of shares, price per share, and total subscription amount
• Investor Data: Collect full legal names, addresses, and tax identification numbers of all subscribers
• Payment Terms: Define payment schedule, bank account details, and any specific conditions
• Special Rights: Document any voting rights, dividend preferences, or transfer restrictions
• Compliance Check: Verify alignment with German corporate law requirements and notarization needs

• Party Information: Full legal names and addresses of the company and all subscribers
• Share Details: Precise description of share class, quantity, nominal value, and issue price
• Payment Terms: Clear payment schedule, bank details, and consequences of default
• Representations: Statements about company status and subscriber's investment capacity
• Transfer Restrictions: Any limitations on future share transfers or pre-emptive rights
• Governing Law: Explicit reference to German law and jurisdiction
• Notarization Clause: Statement confirming required notarial authentication

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinct purposes in German corporate law. While both involve share transfers, their timing and application differ significantly.

• Transaction Type: Share subscription deeds handle new share issuance directly from the company, while Share Purchase Agreements transfer existing shares between shareholders
• Legal Requirements: Subscription deeds must comply with German capital increase regulations and require notarization, whereas purchase agreements focus on transfer terms between private parties
• Payment Direction: In subscriptions, payment goes to the company's capital account; in purchases, it goes to the selling shareholder
• Corporate Impact: Subscription deeds increase total share capital and require commercial register updates, while purchase agreements only change ownership structure