��������Ƶ

A Share subscription deed is a binding legal agreement between a company and investors who want to buy its shares. It outlines the key terms of the share purchase, including the price per share, total investment amount, and when payment must be made. In India, these deeds play a crucial role in private equity deals and startup funding rounds.

The deed protects both parties by clearly stating investor rights, company warranties, and any conditions that must be met before shares are issued. It works alongside other documents like the shareholders' agreement and complies with the Companies Act, 2013. Most Indian companies use these deeds for significant equity investments, especially when bringing in strategic or institutional investors.

Use a Share subscription deed when bringing new investors into your company through a private share sale. This is especially important for startups raising venture capital, companies doing private placements, or businesses bringing in strategic investors. The deed becomes essential once you've agreed on basic investment terms and need to formalize the details.

The timing is critical - you need this deed before any money changes hands or shares are issued. It's particularly valuable when dealing with multiple investors, complex payment schedules, or when specific conditions must be met before share allotment. Under Indian company law, having this deed in place helps prevent future disputes about investment terms and compliance requirements.

• Basic Share Subscription Deed: Standard version for straightforward share purchases, covering essential terms like price, payment, and basic warranties
• Series Funding Deed: Enhanced version for venture capital rounds with detailed investor rights, anti-dilution provisions, and governance terms
• Strategic Investment Deed: Specialized format for corporate investors, including business collaboration terms and technology transfer rights
• Convertible Note Subscription Deed: Hybrid structure combining debt-to-equity conversion rights with standard subscription terms
• Employee Share Scheme Deed: Simplified version for ESOP implementations, focusing on vesting schedules and employment-linked conditions

• Company Directors: Authorize and execute the Share subscription deed on behalf of the issuing company, ensuring compliance with corporate laws
• Investors: Review and sign the deed, commit funds, and gain legal rights as shareholders in the company
• Corporate Lawyers: Draft and negotiate the deed's terms, ensuring protection for both parties and compliance with Indian securities laws
• Company Secretary: Manages documentation, ensures regulatory filings, and maintains corporate records related to the share issuance
• Financial Advisors: Help structure the investment terms and validate financial aspects of the subscription agreement

• Company Details: Gather accurate corporate information, including registration number, registered office, and authorized share capital
• Investment Terms: Document the agreed share price, number of shares, total investment amount, and payment schedule
• Investor Information: Collect complete details of all investors, including KYC documents and PAN numbers
• Board Approvals: Secure necessary board resolutions authorizing the share issuance
• Conditions Precedent: List any pre-closing requirements, including regulatory approvals or third-party consents
• Warranties: Prepare accurate company representations about financial status, legal compliance, and business operations

• Parties and Recitals: Complete details of the company and investors, with background context of the transaction
• Share Details: Precise description of shares, including class, face value, and rights attached
• Consideration: Clear statement of price per share and total investment amount with payment terms
• Warranties: Company's representations about its legal status, financial position, and compliance
• Conditions Precedent: Prerequisites for share issuance and closing requirements
• Governing Law: Indian law jurisdiction and dispute resolution mechanisms
• Execution Block: Proper signature spaces for authorized signatories with witness provisions

A Share subscription deed differs significantly from a Share Purchase Agreement in several key aspects, though both deal with share ownership transfers. The main distinction lies in their timing and purpose - subscription deeds handle new share issuances, while purchase agreements cover transfers of existing shares between current shareholders or to new buyers.

• Transaction Nature: Subscription deeds involve the company creating and issuing new shares, increasing its share capital. Purchase agreements only transfer already-issued shares between parties
• Company Involvement: In subscription deeds, the company is a direct party and receives the investment funds. Purchase agreements primarily involve the selling and buying shareholders
• Warranties Required: Subscription deeds need extensive company-level warranties about share issuance authority and financial status. Purchase agreements focus on the seller's ownership rights and share encumbrance status
• Regulatory Compliance: Subscription deeds must meet additional requirements under the Companies Act for new share allotment, while purchase agreements mainly focus on transfer regulations