Share subscription deed Generator for Hong Kong

A Share subscription deed is a legally binding agreement that sets out the terms and conditions for buying new shares in a Hong Kong company. It details how many shares the subscriber will purchase, at what price, and when the transaction will take place.

The deed protects both parties by clearly spelling out important details like payment methods, completion requirements, and any warranties made by the company. Hong Kong companies commonly use these deeds when raising capital through private placements, with the document needing to comply with the Companies Ordinance and Securities and Futures Ordinance requirements.

Use a Share subscription deed when your company needs to bring in new investors or raise additional capital through a share offering. This becomes especially important for Hong Kong startups seeking funding rounds, established companies expanding their shareholder base, or businesses conducting private placements.

The deed proves particularly valuable during complex negotiations with multiple investors, as it clearly documents the exact terms of share allocation, payment schedules, and completion conditions. It's essential for transactions involving foreign investors, convertible securities, or when specific performance warranties need to be included to satisfy regulatory requirements.

• Basic Share subscription deed: Covers standard share issuance terms, payment details, and completion conditions - commonly used for straightforward private investments
• Convertible note subscription deed: Includes conversion mechanisms and special rights for investors converting loans to equity
• Multi-party subscription deed: Designed for complex rounds with multiple investors, featuring pro-rata rights and coordinated closing conditions
• Series funding deed: Contains preferred share terms, anti-dilution provisions, and sophisticated investor protections for venture capital rounds
• Employee share scheme deed: Tailored for staff share offerings with vesting schedules and employment-linked conditions

• Companies: The entity issuing new shares, responsible for drafting terms and ensuring compliance with Hong Kong securities laws
• Share Subscribers: Investors or buyers committing to purchase the newly issued shares at agreed terms
• Corporate Lawyers: Draft and review Share subscription deeds to ensure legal compliance and protect client interests
• Company Directors: Approve and execute the deed on behalf of the issuing company
• Company Secretary: Handles administrative requirements and maintains corporate records of share issuances
• Financial Advisors: Guide pricing, terms, and structure of the share subscription arrangement

• Company Details: Gather current share structure, company registration number, and board resolutions approving the issuance
• Subscription Terms: Determine number of shares, price per share, and payment schedule
• Subscriber Information: Collect full legal names, addresses, and identification details of all investors
• Completion Conditions: List any prerequisites like regulatory approvals or existing shareholder waivers
• Warranties: Define company representations about its financial position and legal status
• Timeline: Set clear dates for payment, share certificate issuance, and completion
• Documentation: Prepare supporting documents like board minutes and share certificates

• Parties: Full legal names and details of the company and all subscribers
• Share Details: Number, class, and price of shares being issued
• Payment Terms: Clear payment schedule, method, and completion requirements
• Warranties: Company's representations about its legal status and share capital
• Completion Mechanics: Step-by-step process for closing the subscription
• Governing Law: Explicit statement of Hong Kong law jurisdiction
• Execution Block: Proper signature sections for all parties
• Conditions Precedent: Any requirements before completion can occur

A Share subscription deed differs significantly from a Share Purchase Agreement in several key aspects, though both involve share transfers in Hong Kong companies.

• Timing of Shares: Share subscription deeds involve new shares being created and issued, while Share Purchase Agreements transfer existing shares between parties
• Payment Direction: In subscriptions, payment goes to the company's capital account; in purchases, it goes to the selling shareholder
• Required Approvals: Subscriptions need board authorization for new share creation; purchases typically only require seller consent
• Warranties: Subscription deeds feature company-level warranties about share capital and business condition; purchase agreements focus on seller warranties about share ownership
• Regulatory Impact: New share issues may trigger regulatory filings and capital requirements that share transfers don't involve