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A Share subscription deed is a legally binding agreement between a company and investors who want to buy new shares. It sets out the exact terms of the share purchase, including the price per share, the total number of shares being issued, and when payment needs to be made.

Under Irish company law, this deed gives both parties solid legal protection and helps ensure compliance with the Companies Act 2014. It typically includes warranties from the company about its financial position, any key conditions that must be met before the shares are issued, and details about shareholder rights. Companies often use these deeds for private placements or when bringing in strategic investors.

Use a Share subscription deed when bringing new investors into your Irish company through a share issuance. This document becomes essential during funding rounds, particularly for private companies seeking investment from venture capital firms, angel investors, or strategic business partners.

The deed proves especially valuable when the investment involves complex terms or multiple stages of funding. It provides crucial protection for both sides by clearly documenting the exact conditions of the share purchase, payment schedules, and any special rights attached to the shares. For startups and growing companies, having this formal agreement helps avoid future disputes and simplifies compliance with Irish corporate regulations.

• Standard Share Subscription Deed: Basic version used for straightforward share purchases, covering essential terms like price, quantity, and payment details
• Staged Investment Deed: Includes multiple tranches of investment with specific milestones or conditions for each payment phase
• Convertible Note Subscription Deed: Combines debt-to-equity conversion rights with share subscription terms
• Preference Share Subscription: Tailored for investors receiving preferential rights, including priority dividend payments or liquidation preferences
• Employee Share Scheme Deed: Modified version for company share schemes, including vesting schedules and performance conditions

• Company Directors: Responsible for approving and executing the Share subscription deed on behalf of the issuing company
• Investors: Individual or institutional buyers subscribing to new shares, including venture capitalists, angel investors, and strategic partners
• Corporate Lawyers: Draft and review the deed to ensure compliance with Irish company law and protect client interests
• Company Secretary: Manages documentation, updates share registers, and ensures proper filing with the Companies Registration Office
• Financial Advisors: Help structure the investment terms and validate financial aspects of the share subscription

• Company Details: Gather current shareholding structure, company constitution, and board resolutions approving the share issue
• Investment Terms: Document share price, number of shares, total investment amount, and payment schedule
• Investor Information: Collect full legal names, addresses, and tax registration details of all subscribing parties
• Special Rights: List any preferential rights, voting powers, or dividend entitlements attached to the new shares
• Conditions Precedent: Specify any requirements that must be met before shares can be issued
• Compliance Check: Verify alignment with Irish company law and any existing shareholder agreements

• Parties and Recitals: Full legal names and addresses of the company and subscribers, plus background context
• Share Details: Precise description of share class, quantity, price per share, and total subscription amount
• Payment Terms: Clear payment schedule, method, and bank account details for the subscription funds
• Company Warranties: Statements about company status, share capital, and authority to issue shares
• Subscriber Warranties: Confirmations about investment capacity and compliance with Irish investment laws
• Completion Mechanics: Specific steps for share issuance and registration with the CRO
• Governing Law: Explicit statement that Irish law governs the agreement

A Share subscription deed is often confused with a Share Purchase Agreement, but they serve distinct purposes in Irish corporate law. While both involve the transfer of shares, their fundamental mechanisms and timing differ significantly.

• Transaction Type: Share subscription deeds deal with newly issued shares directly from the company, while Share Purchase Agreements transfer existing shares between shareholders
• Company Involvement: In subscriptions, the company is an active party issuing new shares and receiving payment directly. For purchase agreements, the company typically only acts as a registrar of the transfer
• Capital Impact: Subscription deeds increase the company's share capital and bring new money into the business. Purchase agreements merely transfer ownership of existing shares
• Documentation Requirements: Subscription deeds require board resolutions and allotment paperwork, while purchase agreements focus more on transfer forms and existing share certificates