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A Share subscription deed is a binding legal agreement used in Qatar when investors want to purchase shares in a company. It sets out the exact terms of the share purchase, including the number of shares, price per share, and when payment must be made. This document plays a crucial role in Qatari business transactions, particularly for private companies and startups seeking capital.

Under Qatar's Commercial Companies Law, this deed helps protect both the company and its investors by clearly outlining key obligations, warranties, and conditions that must be met before the shares are issued. It typically includes important details about shareholding restrictions, corporate governance requirements, and any special rights attached to the shares being purchased.

Use a Share subscription deed when bringing new investors into your Qatari company, especially during funding rounds or when expanding your shareholder base. This document becomes essential before any share transfer takes place, protecting both your company and the incoming investors through clear, legally binding terms.

The deed proves particularly valuable when dealing with foreign investors under Qatar's Foreign Investment Law, or when structuring complex investment arrangements with multiple conditions. It helps prevent future disputes by documenting key details like payment schedules, share class rights, and any pre-emptive rights existing shareholders may have.

• Basic Share Subscription Deed: Used for straightforward share purchases, covering essential terms like price, quantity, and payment schedule
• Conditional Share Subscription Deed: Includes specific conditions that must be met before shares are issued, such as regulatory approvals or performance targets
• Series Investment Deed: Tailored for venture capital or private equity investments, with detailed rights and preferences for different share classes
• Employee Share Scheme Deed: Specifically structured for employee share ownership programs under Qatari labor laws
• Foreign Investment Deed: Contains additional provisions required by Qatar's Foreign Investment Law for non-Qatari investors

• Company Directors: Responsible for approving and executing the Share subscription deed on behalf of the issuing company, ensuring compliance with Qatar's corporate regulations
• Investors: Both individual and institutional subscribers who commit to purchasing shares under the deed's terms and conditions
• Legal Counsel: Draft and review the deed to ensure it meets Qatari legal requirements and protects their client's interests
• Corporate Secretary: Maintains official records and handles administrative requirements related to share issuance
• QFC Authority: Reviews and approves deeds for companies registered within the Qatar Financial Centre

• Company Details: Gather current shareholding structure, share classes, and company registration documents from the Qatar Commercial Registry
• Investment Terms: Document exact number of shares, price per share, and total subscription amount
• Subscriber Information: Collect full legal names, contact details, and identification documents of all investors
• Payment Structure: Define payment schedule, bank account details, and any installment arrangements
• Conditions Precedent: List any regulatory approvals, board resolutions, or other requirements needed before completion
• Special Rights: Detail any voting rights, dividend preferences, or transfer restrictions attached to the shares

• Parties: Full legal names and details of the company and subscribers, including Qatar ID/CR numbers
• Share Details: Precise description of share class, quantity, price, and total subscription amount
• Payment Terms: Clear payment schedule, method, and consequences of default
• Warranties: Company representations about its status and subscriber confirmations about investment capacity
• Completion Mechanics: Steps for share issuance and registration under Qatar Commercial Companies Law
• Governing Law: Explicit statement of Qatar law application and jurisdiction
• Execution Block: Proper signature format meeting Qatar authentication requirements

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinct purposes in Qatar's legal framework. While both deal with share ownership, the key differences lie in their timing and application.

• Timing of Transfer: A Share subscription deed relates to newly issued shares directly from the company, while a Share Purchase Agreement transfers existing shares between shareholders
• Payment Structure: Subscription deeds often allow for installment payments and have conditions precedent, whereas purchase agreements typically require immediate payment
• Regulatory Requirements: Subscription deeds need Qatar Commercial Registry approval for capital increase, while purchase agreements focus on existing share transfer rules
• Warranties: Subscription deeds contain company-level warranties about share issuance, while purchase agreements include seller warranties about share ownership and validity