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A Share subscription deed is a binding legal agreement between a company and investors who want to buy new shares. It sets out the exact terms of the share purchase, including the price per share, the total number of shares, and when payment is due. In New Zealand, these deeds play a crucial role in capital raising, especially for growing businesses and startups.

The deed protects both parties by clearly stating key conditions that must be met before the share issue happens - like getting board approval or meeting specific financial targets. It also includes important warranties from the company about its financial position and business operations, giving investors the confidence to proceed with their investment under New Zealand company law.

Use a Share subscription deed when your company needs to raise capital by issuing new shares to investors. This agreement becomes essential during funding rounds, business expansion, or when bringing strategic investors on board. It's particularly valuable for New Zealand startups seeking seed funding or established companies planning significant growth.

The deed proves vital when dealing with multiple investors simultaneously, or when the investment terms include specific conditions or performance targets. It offers clear documentation for regulatory compliance and helps prevent future disputes by spelling out everyone's rights and obligations. Many companies use it alongside shareholders' agreements for comprehensive investment structuring.

• Standard Share Subscription: The most common type, covering basic share purchases with straightforward payment terms and warranties
• Convertible Note Subscription: Used when the investment starts as a loan that converts to shares later, often with specific trigger events
• Series Investment: Designed for larger funding rounds with multiple investors, including more complex rights and preferences
• Employee Share Scheme: Tailored for staff share offerings, with special terms about vesting periods and employment conditions
• Strategic Investor: Contains additional provisions for investors bringing industry expertise or business relationships, often including board seats or consultation rights

• Company Directors: Approve and sign the Share subscription deed on behalf of the issuing company, ensuring compliance with board resolutions
• Investors: Review and sign the deed, committing to purchase shares under specified terms and conditions
• Corporate Lawyers: Draft and review the deed, ensuring it meets NZ legal requirements and protects all parties' interests
• Company Secretary: Manages documentation, updates share registers, and handles regulatory filings
• Financial Advisors: Help structure the investment terms and validate financial aspects of the transaction

• Company Details: Gather current share structure, company constitution, and board approvals for new share issuance
• Investment Terms: Document share price, number of shares, payment terms, and any conditions precedent
• Investor Information: Collect full legal names, addresses, and investment amounts for all participating investors
• Key Dates: Set clear timelines for payment, share issuance, and completion of conditions
• Company Warranties: List accurate statements about the company's financial position and operations
• Documentation: Prepare related materials like shareholders' resolutions and share certificates

• Parties and Definitions: Full legal names, addresses, and clear definitions of key terms used
• Share Details: Specific class, number, and price of shares being issued
• Payment Terms: Clear payment obligations, timing, and method of transfer
• Conditions Precedent: Any requirements that must be met before shares are issued
• Company Warranties: Statements about company status, share capital, and financial position
• Completion Process: Steps for finalizing the share issue and updating records
• Governing Law: Explicit statement that New Zealand law applies
• Execution Blocks: Proper signature sections for all parties

A Share subscription deed differs significantly from a Share Purchase Agreement. While both involve share transfers, they serve distinct purposes in New Zealand's corporate landscape.

• Creation vs Transfer: A Share subscription deed creates new shares directly from the company, while a Share Purchase Agreement transfers existing shares between shareholders
• Parties Involved: Subscription deeds are between the company and new investors, whereas purchase agreements occur between existing shareholders or between shareholders and third-party buyers
• Corporate Approval: Subscription deeds require board approval and often shareholder consent for new share creation, while purchase agreements typically need only the parties' agreement
• Documentation Requirements: Subscription deeds must include detailed warranties about the company's status and share capital structure, while purchase agreements focus more on the specific shares being transferred