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A Share subscription deed is a legally binding agreement used in the Philippines when someone wants to buy new shares directly from a company. It spells out the key terms of the share purchase, including the price per share, payment schedule, and total number of shares being issued.

Under Philippine corporation law, this deed protects both the company and the subscriber by clearly documenting their rights and obligations. It typically includes warranties from the company about its legal status, details about when the shares will be issued, and any conditions that need to be met before the subscription becomes final. Companies commonly use it during funding rounds or when bringing in new strategic investors.

Use a Share subscription deed when your company plans to issue new shares to investors in the Philippines. This becomes essential during startup funding rounds, when bringing in strategic partners, or when existing shareholders want to increase their stake through fresh share purchases.

The deed proves particularly valuable when dealing with complex payment arrangements or when specific conditions need to be met before share issuance. For example, when investors plan to pay in installments, or when the investment depends on meeting certain business milestones. It also provides crucial protection when dealing with foreign investors under Philippine foreign investment regulations.

• Basic Share Subscription: Straightforward agreement for single-payment share purchases, commonly used by small Philippine corporations
• Installment-Based Deed: Includes detailed payment schedules and default provisions when investors pay in multiple tranches
• Foreign Investment Deed: Contains additional provisions to comply with Philippine foreign ownership restrictions and BSP requirements
• Conditional Subscription: Links share issuance to specific performance targets or business milestones
• Convertible Note Subscription: Combines share subscription with conversion rights from earlier debt instruments

• Company Directors: Authorize and execute the Share subscription deed on behalf of the issuing corporation, ensuring compliance with Philippine corporate laws
• Investors/Subscribers: Sign the deed and commit to purchasing shares under specified terms and conditions
• Corporate Secretary: Handles documentation, share certificate issuance, and updates to the stock and transfer book
• Legal Counsel: Drafts and reviews the deed to ensure it meets SEC requirements and protects all parties' interests
• Independent Directors: Review and approve the deed when required by Philippine corporate governance rules

• Company Details: Gather corporate secretary's certification, latest GIS, and SEC registration documents
• Share Information: Confirm authorized capital, par value, and number of shares being subscribed
• Board Approval: Secure board resolution authorizing the share issuance and subscription terms
• Payment Terms: Document agreed price per share, payment schedule, and bank account details
• Subscriber Details: Collect subscriber's identity documents, tax information, and proof of funds
• Legal Requirements: Check Philippine foreign ownership restrictions and SEC reporting obligations

• Party Details: Full legal names and addresses of the company and subscriber, with corporate registration numbers
• Share Specifics: Number, class, and par value of shares being subscribed
• Payment Terms: Subscription price, payment schedule, and default remedies
• Company Warranties: Valid incorporation, authority to issue shares, and compliance with SEC rules
• Subscriber Warranties: Financial capacity and compliance with Philippine citizenship requirements
• Completion Mechanics: Share certificate issuance process and stock book entry details
• Governing Law: Express submission to Philippine laws and jurisdiction

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinct purposes in Philippine corporate law. While both involve the transfer of shares, the key differences lie in their timing, parties, and legal implications.

• Source of Shares: Share subscription deeds involve new shares issued directly by the company, while Share Purchase Agreements transfer existing shares between shareholders
• Payment Structure: Subscription deeds often allow for installment payments and partial subscription, whereas purchase agreements typically require full payment upon execution
• Corporate Approvals: Subscription deeds need board authorization for new share issuance and SEC compliance, while purchase agreements primarily require seller approval
• Legal Effects: Subscription deeds increase the company's issued capital and create new shareholder rights, but purchase agreements merely transfer existing ownership rights