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A Share subscription deed legally binds investors to purchase newly issued shares in a Swiss company. It outlines the key terms of the share purchase, including the number of shares, price per share, and payment conditions. This agreement forms a crucial part of capital raising in Swiss corporations, particularly during funding rounds or company expansions.

Beyond the basic purchase terms, the deed typically covers important rights and obligations under Swiss corporate law, such as voting rights, dividend entitlements, and any transfer restrictions. It helps protect both the company and investors by clearly documenting the subscription process and ensuring compliance with Swiss Code of Obligations requirements for share issuance.

Use a Share subscription deed when raising capital through new share issuance in your Swiss company. This document becomes essential during funding rounds, private placements, or when bringing in strategic investors. It's particularly valuable for startups seeking early-stage funding and established companies expanding their shareholder base.

The deed proves especially important when dealing with multiple investors simultaneously or structuring complex investment terms. Swiss law requires clear documentation of share subscriptions, making this deed vital for protecting both company and investor interests. It helps avoid future disputes by clearly recording subscription terms, payment obligations, and shareholder rights from the start.

• Basic Share Subscription: Straightforward agreement for single-investor scenarios, typically used by smaller Swiss companies with simple share structures
• Multiple Investor Deed: Designed for coordinated investment rounds with several participants, including specific allocation and voting arrangements
• Conditional Subscription: Contains performance targets or milestone-based investment terms common in startup funding
• Preferred Share Subscription: Includes special rights and privileges for strategic investors, often used in venture capital deals
• Employee Share Scheme: Tailored for staff participation programs, incorporating vesting schedules and employment-linked conditions

• Company Directors: Authorize and execute the Share subscription deed on behalf of the issuing company, ensuring compliance with Swiss corporate regulations
• Investors: Review and sign the deed, committing to purchase shares under specified terms and conditions
• Corporate Lawyers: Draft and review the deed, ensuring it meets Swiss legal requirements and protects all parties' interests
• Company Secretary: Maintains official records and coordinates the execution process with shareholders
• Financial Advisors: Guide valuation terms and structure of the share subscription, particularly in complex transactions

• Company Details: Gather current share capital structure, articles of association, and commercial register excerpts
• Investment Terms: Document the agreed share price, number of shares, and total subscription amount
• Investor Information: Collect full legal names, addresses, and identification details of all subscribing parties
• Payment Details: Specify payment terms, deadlines, and designated bank account information
• Board Approval: Ensure proper corporate authorization through board resolutions
• Special Rights: List any specific voting rights, dividend preferences, or transfer restrictions

• Parties: Full legal names and addresses of the company and all subscribers
• Share Details: Precise description of share class, nominal value, and subscription price
• Payment Terms: Clear payment conditions, deadlines, and bank account information
• Representations: Warranties about company status and subscriber eligibility under Swiss law
• Shareholder Rights: Detailed outline of voting rights, dividend entitlements, and transfer restrictions
• Governing Law: Explicit reference to Swiss law and jurisdiction
• Execution Block: Proper signature spaces for all parties with date fields

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinct purposes in Swiss corporate law. While both involve share transfers, their timing and context differ significantly.

• New vs. Existing Shares: A Share subscription deed deals with newly issued shares directly from the company, while a Share Purchase Agreement transfers existing shares between shareholders
• Capital Structure Impact: Subscription deeds increase the company's share capital, requiring specific corporate approvals. Purchase agreements merely change ownership of existing shares
• Regulatory Requirements: Subscription deeds must comply with Swiss capital increase regulations and commercial register requirements. Purchase agreements focus mainly on transfer terms
• Payment Direction: In subscriptions, payment goes to the company's capital account. In purchase agreements, payment flows between shareholders