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A Share subscription deed is a binding legal agreement that sets out the terms for investing in a company's shares in Austria. It details exactly how many shares an investor will buy, at what price, and when the purchase will happen. This document plays a crucial role in Austrian private equity deals and startup funding rounds.

Under Austrian corporate law (GmbH-Gesetz), the deed must specify payment conditions, any special rights attached to the shares, and how the subscription affects the company's articles of association. It protects both the investor and the company by clearly documenting the investment terms and ensuring compliance with Austrian securities regulations.

Use a Share subscription deed when raising capital through new share issuance in Austria, particularly during funding rounds or when bringing in strategic investors. This document becomes essential as soon as you've identified potential investors and agreed on basic investment terms - ideally before any money changes hands.

Austrian startups and growing companies need this deed to formalize investment commitments, especially when dealing with multiple investors or complex share structures. It's particularly important for GmbH companies planning significant ownership changes, documenting shareholder rights, or structuring staged investments where timing and conditions matter.

• Basic Share Subscription Deed: Covers standard share purchases with straightforward payment terms and basic investor rights
• Convertible Note Subscription Deed: Used when the investment starts as debt but can convert to shares later, common in Austrian startup funding
• Staged Investment Deed: Structures multiple investment rounds with specific milestones and conditions
• Multi-Investor Subscription Deed: Designed for coordinating multiple investors in a single funding round, with specific voting and management rights
• Employee Share Scheme Deed: Tailored for company share programs, including vesting schedules and performance conditions

• Company Directors: Authorize and sign the Share subscription deed on behalf of the issuing company, ensuring compliance with Austrian corporate law
• Investors: Review and execute the deed when purchasing shares, often including both institutional and individual investors
• Corporate Lawyers: Draft and review the deed, ensuring it meets Austrian legal requirements and protects all parties' interests
• Company Secretary: Maintains official records and handles filing requirements related to the share subscription
• Financial Advisors: Guide clients through investment terms and valuation aspects of the subscription process

• Company Details: Gather current shareholder structure, share class information, and company registration numbers
• Investment Terms: Document exact number of shares, price per share, and total investment amount
• Payment Structure: Define payment timeline, bank details, and any staged investment conditions
• Investor Information: Collect full legal names, addresses, and identification details of all participating investors
• Existing Agreements: Review articles of association and shareholder agreements for compatibility
• Conditions Precedent: List any requirements that must be met before shares can be issued

• Parties' Details: Full legal names and addresses of the company and all subscribers
• Share Information: Precise description of share class, quantity, and price per share
• Payment Terms: Clear payment schedule, method, and bank account details
• Warranties: Company's authority to issue shares and subscribers' capacity to invest
• Completion Mechanics: Steps and timing for share issuance and payment
• Governing Law: Explicit reference to Austrian law (GmbH-Gesetz)
• Execution Block: Signature sections for all parties with proper attestation requirements

A Share subscription deed differs significantly from a Share Purchase Agreement in several key aspects, though both deal with share ownership transfers under Austrian law. The main distinction lies in their fundamental purpose: a subscription deed handles new share issuance, while a purchase agreement transfers existing shares between parties.

• Timing and Creation: Subscription deeds involve creating new shares, increasing the company's capital, while purchase agreements only transfer already-existing shares
• Corporate Approval: Subscription deeds require formal board and shareholder approvals for capital increase under GmbH-Gesetz, whereas purchase agreements typically don't
• Payment Direction: In subscriptions, payment goes directly to the company as new capital; in purchases, it goes to the selling shareholder
• Regulatory Requirements: Subscription deeds must comply with Austrian capital raising regulations and require commercial register updates, while purchase agreements have fewer regulatory hurdles