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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 outlines the key terms of the share purchase, including the price per share, total investment amount, and when payment and share issuance will happen.

Under Singapore's Companies Act, this deed plays a crucial role in protecting both parties during capital raising. It typically includes warranties from the company about its financial health, any restrictions on share transfers, and specific conditions that must be met before the deal closes. For startups and growing businesses, it's an essential tool for documenting investment terms and shareholder rights.

Use a Share subscription deed when raising capital through new share issuance, especially for significant investments or complex funding rounds. This document becomes essential during Series A or B funding, when bringing in strategic investors, or when structuring employee share schemes in Singapore-based companies.

A formal deed offers stronger protection than a simple contract and helps prevent future disputes over investment terms. It's particularly important when dealing with overseas investors, multiple funding tranches, or when special rights or preferences attach to the new shares. The deed also helps satisfy MAS compliance requirements for regulated entities seeking to modify their shareholding structure.

• Basic Share Subscription Deed: Simple version for straightforward share issuance, typically used by small private companies and startups
• Convertible Note Subscription Deed: Includes conversion mechanics and triggers for debt-to-equity conversion
• Series Round Subscription Deed: More complex version with detailed investor rights, anti-dilution provisions, and governance terms
• Employee Share Scheme Deed: Tailored for employee share offerings with vesting schedules and performance conditions
• Preference Share Subscription Deed: Specifically for issuing preferred shares with special rights and dividend preferences

• Company Directors: Authorize and sign the Share subscription deed on behalf of the issuing company, ensuring compliance with constitutional documents
• Investors: Review and execute the deed as subscribers, committing to purchase shares under specified terms
• Corporate Lawyers: Draft and customize the deed, ensuring it meets SGX requirements and protects all parties' interests
• Company Secretary: Handles filing requirements and updates the company's share register after completion
• Financial Advisors: Guide valuation terms and structure the investment parameters within the deed

• Company Details: Gather current shareholding structure, company constitution, and ACRA registration details
• Investment Terms: Document share price, number of shares, payment timeline, and any special rights
• Due Diligence: Compile financial statements, material contracts, and corporate approvals
• Shareholder Rights: Define voting rights, dividend entitlements, and transfer restrictions
• Conditions Precedent: List required regulatory approvals and corporate authorizations
• Warranties: Prepare accurate company representations and disclosure schedules

• Parties and Recitals: Full legal names, registration numbers, and registered addresses of company and subscribers
• Share Details: Class, number, price, and payment terms for subscribed shares
• Warranties: Company's authority to issue shares and accuracy of disclosed information
• Completion Terms: Timing and mechanics of share issuance and payment
• Governing Law: Singapore law jurisdiction and dispute resolution mechanisms
• Execution Block: Proper signing format for deed validity under Singapore's Companies Act
• Schedules: Share certificate form, subscriber details, and disclosure lists

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinctly different purposes in Singapore's corporate landscape. While both involve share transfers, their core functions and timing differ significantly.

• Creation vs Transfer: A Share subscription deed involves creating and issuing new shares, increasing the company's share capital. A Share Purchase Agreement transfers existing shares between current shareholders or to new owners.
• Corporate Approval: Subscription deeds require board resolutions and potentially shareholder approval for new share creation. Purchase agreements typically need only the selling shareholder's consent.
• Legal Structure: Subscription deeds must comply with strict statutory requirements for share issuance under the Companies Act. Purchase agreements focus more on transfer mechanics and seller warranties.
• Payment Flow: In subscriptions, funds go directly to the company as fresh capital. In purchases, payment goes to the selling shareholder.