��������Ƶ

A Subscription letter (Zeichnungsschein in German) is a binding document investors use to formally commit to purchasing shares in a company, particularly during capital increases or initial public offerings. It contains the investor's explicit declaration to acquire a specific number of shares at the stated price, forming a legally binding commitment under German corporate law.

The letter must include key details like the company name, share quantity, issue price, and payment terms to comply with German Stock Corporation Act requirements. Once signed, it creates clear obligations for both parties - the investor must pay for the shares, and the company must issue them according to the specified terms.

Use a Subscription letter anytime your company plans to issue new shares or increase its capital in Germany. This document becomes essential during funding rounds, IPOs, or when bringing in new shareholders. It protects both the company and investors by clearly documenting the terms of share purchases.

The timing matters most when dealing with multiple investors or complex share offerings. German corporate law requires these formal commitments before finalizing share transfers, making Subscription letters crucial for capital raises, employee stock programs, or investment rounds. Having them ready early helps avoid delays in closing transactions and ensures compliance with regulatory requirements.

• Basic Share Subscription: Standard form for straightforward share purchases, typically used for smaller private investments or single-investor scenarios
• IPO Subscription: More detailed version with prospectus references and public offering requirements under German securities law
• Employee Stock Program: Simplified format for company workers participating in share ownership schemes
• Institutional Investor: Enhanced version with additional warranties and sophisticated investor confirmations
• Conditional Subscription: Contains specific performance conditions or regulatory approval requirements before share issuance becomes effective

• Investors: Sign Subscription letters to formally commit to purchasing shares, ranging from individual private investors to large institutional funds
• Company Management: Reviews and accepts subscriptions, ensuring compliance with corporate strategy and German capital requirements
• Legal Counsel: Drafts and validates the letters to ensure they meet German corporate law requirements and protect all parties' interests
• Investment Banks: Coordinate subscription processes during IPOs or large capital raises, managing documentation flow
• Corporate Secretaries: Handle administrative aspects, maintain subscription records, and ensure proper filing with commercial registers

• Company Details: Gather exact legal name, registration number, and current share capital structure
• Share Information: Define number of shares, price per share, and share class being offered
• Investor Data: Collect complete identification details and proof of authority to sign
• Payment Terms: Specify payment deadline, bank account details, and any installment options
• Conditions: List any prerequisites like regulatory approvals or shareholder consents
• Documentation: Attach required corporate resolutions and share certificates
• Review Process: Our platform generates compliant templates, ensuring all mandatory elements meet German legal requirements

• Company Identification: Full legal name, registered address, and commercial register details
• Share Details: Precise number, class, and nominal value of subscribed shares
• Price Declaration: Clear statement of price per share and total subscription amount
• Payment Terms: Specific payment deadlines and bank account information
• Subscriber Information: Complete investor details and signing authority confirmation
• Legal Declarations: Binding commitment to purchase and acceptance of articles of association
• Governing Law: Express reference to German corporate law and jurisdiction
• Signature Block: Date, place, and proper execution format under German requirements

A Subscription letter differs significantly from an Letter of Authority in both purpose and legal effect under German law. While both documents involve formal declarations, they serve distinct functions in corporate governance.

• Primary Purpose: Subscription letters commit to purchasing specific shares, while Letters of Authority delegate power to act on behalf of another party
• Legal Effect: Subscription letters create binding purchase obligations for shares, whereas Letters of Authority establish representational rights
• Duration: Subscription letters typically conclude once shares are issued, but Letters of Authority often remain valid for extended periods
• Required Content: Subscription letters must detail share quantities and prices, while Letters of Authority focus on scope of powers and limitations
• Regulatory Framework: Subscription letters fall under German corporate and securities law, while Letters of Authority are governed by general agency law principles