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A Subscription letter, or "Zeichnungsschein" in Austrian law, is your formal commitment to purchase shares in a company during its founding phase or capital increase. It represents a binding contract under the Austrian Stock Corporation Act (Aktiengesetz) where you specify the number of shares you'll buy and the price you'll pay.

Once signed, this document creates legal obligations for both parties - you must pay for the shares, and the company must issue them to you. Austrian law requires these letters to include specific details like the share class, issue price, and payment terms. They're particularly important in private placements and IPOs where companies raise capital from multiple investors.

Use a Subscription letter when investing in an Austrian company's new shares, particularly during startup funding rounds or established companies' capital increases. This document becomes essential the moment you decide to participate in share offerings, as Austrian corporate law requires formal written commitments from investors.

The timing is crucial during three main scenarios: initial company formation where you're becoming a founding shareholder, participating in a private placement of new shares, or joining a public offering. Austrian banks and investment firms also require Subscription letters for their documentation when handling share purchases on your behalf, making them vital for both direct and intermediary-managed investments.

• Standard Form: Basic Subscription letters used for regular share purchases in private companies, including essential details like share quantity, price, and payment terms.
• IPO Variant: Enhanced versions for public offerings, with additional disclosures and regulatory compliance sections required by Austrian financial market authorities.
• Institutional Investor Format: Comprehensive letters used by professional investors, containing detailed representations and warranties about investment capacity.
• Conditional Subscription: Letters that include specific performance conditions or milestones before the share purchase becomes binding.

• Investors: Individuals or companies signing Subscription letters to commit to purchasing shares, legally binding themselves to the investment terms.
• Company Directors: Review and accept subscription commitments, ensuring compliance with Austrian corporate law and shareholding requirements.
• Legal Counsel: Draft and verify the letters' content, ensuring they meet Austrian Stock Corporation Act requirements and protect all parties' interests.
• Investment Banks: Often coordinate share offerings and handle Subscription letters for their clients, especially in IPOs or large private placements.
• Corporate Secretaries: Manage documentation, maintain shareholder records, and ensure proper filing with Austrian authorities.

• Company Details: Gather accurate corporate information including registration number, share capital structure, and existing shareholder data.
• Share Specifics: Define exact number of shares, price per share, and total investment amount in euros.
• Payment Terms: Document when and how payment will be made, including bank account details and payment deadlines.
• Investor Information: Collect complete identification details, tax numbers, and contact information for all subscribing parties.
• Compliance Check: Verify alignment with Austrian Stock Corporation Act requirements and company articles before finalizing.

• Company Identification: Full legal name, registration number, and registered office address of the issuing company.
• Share Details: Precise number and class of shares, nominal value, and total subscription amount in euros.
• Subscriber Information: Complete legal identification of the investor, including address and registration details for entities.
• Payment Terms: Clear payment deadlines, bank account details, and consequences of non-payment.
• Legal Declarations: Subscriber's binding commitment and acknowledgment of company articles.
• Signature Block: Date, place, and properly formatted signature spaces for all parties.

A Subscription letter differs significantly from an Instruction Letter in several key aspects, though both are formal business documents used in Austrian corporate settings. While a Subscription letter creates a binding commitment to purchase shares, an Instruction Letter provides specific directives or guidance without creating investment obligations.

• Legal Effect: Subscription letters create immediate legal obligations to purchase shares, while Instruction Letters simply communicate procedures or requirements.
• Purpose: Subscription letters serve as formal investment commitments in capital raising, while Instruction Letters guide actions or processes.
• Required Content: Subscription letters must include specific share details and payment terms under Austrian corporate law, whereas Instruction Letters can be more flexible in format and content.
• Timing and Duration: Subscription letters create lasting commitments until shares are issued, while Instruction Letters typically apply to immediate or short-term actions.