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A Subscription Agreement sets out the terms when investors buy shares or units in a company, fund, or investment scheme in New Zealand. It spells out how much they're investing, what they're getting in return, and their rights as shareholders or unitholders.

These agreements play a vital role in capital raising, especially for private companies and managed funds under the Financial Markets Conduct Act. They typically include key details like share price, payment terms, investor warranties, and any special conditions that protect both the company and its investors. For startups and growing businesses, they're essential tools for bringing in new capital while maintaining clear legal boundaries.

Use a Subscription Agreement when your company needs to bring in new investors or raise capital through share offerings. This document becomes essential during funding rounds, private placements, or when setting up investment funds under New Zealand's Financial Markets Conduct Act.

The timing often aligns with business growth phases, like when startups need seed funding or established companies want to expand. It's particularly important for regulated offerings, employee share schemes, and venture capital deals. Getting this agreement in place early helps prevent ownership disputes, ensures compliance with securities laws, and creates clear records of investment terms and conditions.

• Fund Subscription Agreement: Used for investing in managed funds or unit trusts, with specific provisions for unit pricing and fund operations.
• Shareholder Subscription Agreement: Standard format for company share purchases, including voting rights and shareholder obligations.
• Advanced Subscription Agreement: For future equity rights, commonly used in startup funding rounds with conversion mechanisms.
• Subscription Service Agreement: Focuses on recurring service subscriptions rather than equity investment.
• Bond Subscription Agreement: Specifically for debt security investments, outlining interest rates and repayment terms.

• Companies and Issuers: Businesses raising capital through share offerings, including startups, established firms, and fund managers registered under NZ financial markets law.
• Investors: Individual shareholders, institutional investors, venture capitalists, and angel investors putting capital into the business.
• Legal Advisors: Corporate lawyers and in-house counsel who draft and review agreements to ensure compliance with NZ securities regulations.
• Directors: Company board members who approve and execute these agreements as part of their governance duties.
• Financial Advisers: Professional advisers who guide clients through investment terms and valuation matters.

• Company Details: Gather accurate company information, share structure, and current shareholder details from the Companies Register.
• Investment Terms: Define share price, number of shares, payment terms, and any special rights or restrictions.
• Investor Information: Collect full legal names, addresses, and tax details of all participating investors.
• Regulatory Compliance: Check Financial Markets Conduct Act requirements for your type of share offering.
• Documentation: Prepare supporting materials like company constitution and shareholders' agreement.
• Digital Platform: Use our automated system to generate a legally sound agreement that includes all required elements under NZ law.

• Party Details: Full legal names and addresses of the company and all investors, plus company registration number.
• Investment Terms: Share price, number of shares, class of shares, and total subscription amount.
• Payment Provisions: Clear payment deadlines, bank details, and consequences of non-payment.
• Warranties: Standard company and investor representations about capacity and authority to enter the agreement.
• Governing Law: Explicit statement that New Zealand law applies and jurisdiction for disputes.
• Execution Block: Proper signature sections for all parties, including witness requirements.
• Conditions: Any prerequisites or conditions that must be met before shares are issued.

A Subscription Agreement differs significantly from a Asset Purchase Agreement in several key ways, though both involve transferring ownership interests. Let's explore the main differences:

• Investment Structure: Subscription Agreements deal with new shares being issued directly from a company, while Asset Purchase Agreements involve buying existing assets or business components.
• Regulatory Framework: Subscription Agreements must comply with NZ securities laws and Financial Markets Conduct Act requirements; Asset Purchase Agreements focus more on commercial law and property transfer rules.
• Due Diligence Scope: Asset Purchase Agreements require extensive investigation of specific assets and liabilities, while Subscription Agreements focus on company-wide disclosures and investor qualifications.
• Future Obligations: Subscription Agreements create ongoing shareholder relationships with continuing rights and obligations; Asset Purchase Agreements typically conclude once the asset transfer is complete.