Free Subscription letter Template for New Zealand

A Subscription letter is a formal document investors use to commit funds when buying shares or securities in a New Zealand company. It outlines key details like the number of shares being purchased, price per share, and total investment amount, serving as a binding agreement between the investor and the company.

These letters play a crucial role in capital raising under NZ's Financial Markets Conduct Act 2013, particularly for private placements and initial public offerings. They help protect both parties by clearly documenting investment terms, investor qualifications, and any specific conditions that must be met before the transaction is complete.

Use a Subscription letter when raising capital for your New Zealand company through share offerings or securities sales. This document becomes essential during private placements, rights issues, or when bringing on new investors through a structured investment round.

The timing often aligns with key business growth phases - like expanding operations, launching new products, or funding acquisitions. It's particularly important for startups and growing companies seeking professional investors, as it creates clear documentation required by the Financial Markets Authority and helps avoid misunderstandings about investment terms and conditions.

• Basic Share Subscription Letter: Used for straightforward investments, covering essential terms like share price, quantity, and payment details
• Convertible Note Subscription Letter: Includes specific terms for debt-to-equity conversion and future investment rights
• Professional Investor Subscription Letter: Contains additional warranties and sophisticated investor declarations required by NZ regulations
• Rights Issue Subscription Letter: Tailored for existing shareholders exercising their pre-emptive rights to purchase new shares
• Employee Share Scheme Subscription Letter: Modified for staff participation in company ownership, with special terms for vesting and employment conditions

• Investing Companies: Draft and issue Subscription letters when seeking to raise capital, often through their legal teams or investment advisors
• Individual Investors: Review and sign these letters when purchasing shares, confirming their commitment to invest specific amounts
• Corporate Lawyers: Prepare and review the letters to ensure compliance with NZ securities laws and protect client interests
• Investment Brokers: Facilitate the subscription process between companies and investors, helping coordinate documentation
• Company Directors: Review and approve final terms, often signing on behalf of the issuing company

• Company Details: Gather accurate information about share classes, total shares offered, and price per share
• Investor Information: Collect full legal names, addresses, and verification of investor qualification status
• Payment Terms: Specify payment deadlines, bank account details, and any installment arrangements
• Investment Conditions: List any prerequisites or conditions that must be met before shares are issued
• Legal Requirements: Ensure compliance with Financial Markets Conduct Act requirements for your specific offering type
• Document Platform: Use our automated system to generate a legally sound Subscription letter that includes all mandatory elements

• Party Details: Full legal names and addresses of both the company and investor
• Share Information: Precise details of share class, quantity, price per share, and total investment amount
• Payment Terms: Clear payment instructions, deadlines, and bank account details
• Investor Declarations: Statements confirming investor category and eligibility under NZ law
• Conditions Precedent: Any requirements that must be satisfied before shares are issued
• Warranties: Standard representations about the company's and investor's authority to enter the agreement
• Governing Law: Explicit statement that New Zealand law applies
• Execution Block: Clearly marked signature spaces for all parties

A Subscription letter differs significantly from an Engagement Letter in both purpose and legal effect, though both document important business relationships. While Subscription letters specifically handle share purchases and investment commitments, Engagement letters establish professional service relationships.

• Primary Purpose: Subscription letters commit investors to purchasing specific shares at set prices, while Engagement letters outline service terms and fee structures
• Legal Framework: Subscription letters fall under securities law and the Financial Markets Conduct Act, whereas Engagement letters operate under general contract law
• Timing and Duration: Subscription letters typically cover a single transaction with clear completion dates, while Engagement letters often establish ongoing professional relationships
• Required Content: Subscription letters must include share details and investor qualifications, while Engagement letters focus on scope of services and payment terms