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A Subscription Agreement spells out the terms when investors buy shares or other securities in an Austrian company. It acts as the binding contract between the company issuing securities and the investors purchasing them, covering key details like share price, number of units, and payment terms.

Under Austrian corporate law, these agreements play an essential role in capital raising, particularly for GmbHs and AGs. They must include specific investor rights, warranties about the company's status, and any transfer restrictions. The agreement also needs to comply with Austrian securities regulations and typically includes anti-money laundering verification requirements.

Use a Subscription Agreement when raising capital for your Austrian company through share or security offerings. This becomes crucial during funding rounds, when bringing in new investors, or expanding your shareholder base. It's particularly important for startups seeking venture capital and established companies issuing new shares.

The agreement proves essential for private placements under Austrian securities law, where companies need clear documentation of investor commitments. It helps protect both parties by clearly defining investment terms, preventing future disputes about share ownership, voting rights, and capital contributions. Many Austrian banks and investment firms require these agreements before processing share transfers or capital increases.

• Basic Share Subscription: Used for straightforward equity investments in Austrian GmbHs, covering essential terms like price and number of shares
• Series Investment Agreement: More complex version for venture capital rounds, including detailed investor rights and anti-dilution provisions
• Convertible Note Subscription: Combines debt and equity elements, popular among Austrian startups for bridge financing
• Private Placement Agreement: Tailored for institutional investors, with enhanced due diligence and compliance requirements
• Employee Share Subscription: Simplified format for staff participation programs, often part of Austrian company benefit schemes

• Company Directors: Negotiate and approve Subscription Agreement terms on behalf of the issuing Austrian company, ensuring alignment with corporate strategy
• Investors: Review and sign agreements when purchasing shares, often including both individual and institutional buyers
• Corporate Lawyers: Draft and review agreements to ensure compliance with Austrian securities laws and protect client interests
• Investment Bankers: Structure deals and coordinate between parties, especially in larger private placements
• Company Secretaries: Handle documentation, maintain shareholder registers, and process share certificates following execution

• Company Details: Gather current shareholder structure, articles of association, and commercial register extracts
• Investment Terms: Define share price, number of shares, and total investment amount clearly
• Investor Information: Collect KYC documents, proof of funds, and tax residency certificates
• Corporate Approvals: Secure necessary board resolutions and existing shareholder consents
• Due Diligence: Prepare financial statements, business plan, and key contracts for review
• Legal Framework: Our platform generates compliant Austrian Subscription Agreements with all required elements automatically

• Party Information: Full legal names, addresses, and registration details of company and investors
• Share Details: Precise description of securities, quantity, price per share, and total subscription amount
• Payment Terms: Clear payment schedule, bank details, and consequences of default
• Representations: Company status, share capital structure, and investor sophistication declarations
• Transfer Restrictions: Pre-emptive rights and limitations on share transfers under Austrian law
• Governing Law: Austrian jurisdiction clause and dispute resolution mechanisms
• Compliance Elements: Anti-money laundering provisions and data protection requirements

A Subscription Agreement differs significantly from a Bond Issuance Agreement in several key aspects, though both are instruments for raising capital under Austrian law. The main distinctions center on the type of security offered, rights granted, and regulatory requirements.

• Ownership Rights: Subscription Agreements transfer equity ownership and potential voting rights, while bond agreements only create debt obligations with fixed repayment terms
• Duration: Share subscriptions create permanent ownership unless transferred, whereas bonds have predetermined maturity dates
• Risk Profile: Shareholders accept higher risk with potential greater returns, while bondholders receive guaranteed interest payments with priority in liquidation
• Regulatory Framework: Share subscriptions require compliance with Austrian corporate law and shareholder rights, while bonds follow debt securities regulations
• Documentation Requirements: Subscription Agreements need more extensive warranties about company status, while bond agreements focus on payment terms and security