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A Share subscription deed is a legal agreement that lays out the terms and conditions for buying new shares in a Dutch company. It specifies exactly how many shares the investor will purchase, at what price, and when the transaction will take place. Think of it as the formal handshake between a company and its new investor.

Under Dutch corporate law, this deed plays a crucial role in documenting share issuances and protecting both parties' interests. It typically includes key details like payment arrangements, representations and warranties, and any specific conditions that must be met before the shares can be transferred. The deed becomes especially important for private companies (BVs) where shares aren't publicly traded.

Use a Share subscription deed when your company is ready to issue new shares to investors or when existing shareholders want to increase their stake. This document becomes essential during funding rounds, employee share schemes, or strategic expansions where Dutch companies need to formalize share allocations.

The deed proves particularly valuable when dealing with complex investment terms, multiple investors, or phased share purchases. Dutch law requires clear documentation of share transactions, and this deed helps prevent future disputes by establishing precise terms, conditions, and timelines. It's especially important for startups seeking venture capital or established companies bringing in strategic partners.

• Basic Share Subscription: Simple version for straightforward share purchases, typically used by Dutch BVs for single-investor transactions or employee share schemes
• Complex Investment Deed: Detailed version with extensive warranties, used for venture capital or private equity investments with multiple conditions
• Convertible Note Subscription: Specialized format for convertible investments, linking share subscription to future conversion events
• Staged Investment Deed: Structured for phased share purchases with milestone-based conditions and payment schedules
• Anti-dilution Deed: Enhanced version including specific protections for existing shareholders during new share issuances

• Company Directors: Authorize and execute the Share subscription deed on behalf of the issuing company, ensuring compliance with Dutch corporate law
• Investors: Review and sign the deed when purchasing new shares, often negotiating specific terms and conditions
• Corporate Lawyers: Draft and review the deed, ensuring it meets legal requirements and protects all parties' interests
• Notaries: Execute and notarize the deed, a mandatory requirement under Dutch law for share transfers
• Company Secretary: Maintains corporate records and ensures proper registration of new shareholdings

• Company Details: Gather current shareholding structure, articles of association, and chamber of commerce registration
• Share Information: Calculate exact number of shares, price per share, and total investment amount
• Investor Data: Collect full legal names, addresses, and identification details of all participating investors
• Payment Terms: Define payment schedule, bank details, and any conditions precedent
• Corporate Approvals: Secure necessary board and shareholder resolutions
• Notarial Requirements: Schedule appointment with a Dutch civil law notary for execution

• Party Information: Full legal names and details of the company and all subscribers
• Share Details: Precise number, class, and nominal value of shares being issued
• Consideration: Clear statement of price per share and total subscription amount
• Payment Terms: Specific payment arrangements and bank account details
• Warranties: Standard representations from both company and subscriber
• Conditions Precedent: Any requirements before shares can be issued
• Governing Law: Explicit reference to Dutch law and jurisdiction
• Execution Block: Space for notarial deed execution and signatures

A Share subscription deed differs significantly from a Share Purchase Agreement in several key aspects, though both deal with share ownership transfers in Dutch companies.

• Purpose: Share subscription deeds handle new share issuance directly from the company, while Share Purchase Agreements govern the sale of existing shares between shareholders
• Legal Requirements: Subscription deeds must involve notarial execution under Dutch law and require board approval for new share creation
• Payment Structure: Subscription payments go directly to the company's capital, whereas purchase payments go to the selling shareholder
• Documentation: Subscription deeds require additional corporate documentation like board resolutions and capital increase statements
• Timing: Subscription processes typically take longer due to corporate governance requirements and notarial involvement