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A Subscription letter is a formal agreement between investors and a Swiss company during capital raising. It outlines how many shares or securities an investor commits to buy, at what price, and under what conditions. Think of it as a binding promise to invest, typically used in private placements and initial public offerings.

Under Swiss law, these letters play a crucial role in documenting investor commitments and ensuring compliance with financial regulations. They include key details like payment terms, closing conditions, and representations about the investor's status. Companies often use them alongside prospectuses or offering memoranda to formalize investment agreements and meet regulatory requirements.

Use a Subscription letter when raising capital for your Swiss company through share offerings or securities issuance. This document becomes essential during private placements, venture capital rounds, or when bringing in new shareholders through a structured investment process.

The timing matters most when you've identified potential investors and need to formalize their commitment before closing the deal. Swiss financial regulations require clear documentation of investment terms, making Subscription letters particularly important for compliance. They protect both parties by spelling out exact investment amounts, share quantities, and specific conditions that must be met before the transaction completes.

• Basic Share Subscription: Used for straightforward equity investments, containing essential terms like share quantity and price
• Venture Capital Subscription: Includes additional rights, preferences, and protective provisions typical in VC deals
• Convertible Loan Subscription: Combines debt-to-equity conversion terms with standard subscription elements
• International Investment Format: Adapted for cross-border investments with Swiss entities, incorporating relevant compliance elements
• Series Round Subscription: Enhanced version for formal funding rounds, featuring detailed corporate governance provisions

• Company Directors: Authorize and sign Subscription letters on behalf of the issuing company, ensuring terms align with corporate strategy
• Investors: Review and execute the letters, committing to purchase specified shares or securities
• Legal Counsel: Draft and review letters to ensure compliance with Swiss securities laws and protect client interests
• Investment Banks: Coordinate subscription processes during public offerings or private placements
• Corporate Secretaries: Manage documentation, maintain records, and ensure proper execution of subscription procedures

• Company Details: Gather current share capital structure, registration numbers, and authorized signatories
• Investment Terms: Document exact number of shares, price per share, and total investment amount
• Investor Information: Collect full legal names, addresses, and investor qualification status
• Payment Details: Specify payment deadlines, bank account information, and currency requirements
• Closing Conditions: List any prerequisites like board approvals or regulatory clearances
• Documentation: Prepare supporting materials like share certificates or shareholder agreements

• Party Details: Full legal names and addresses of both company and subscriber
• Share Information: Precise description of securities, quantity, and price per share
• Payment Terms: Subscription amount, payment method, and settlement deadlines
• Representations: Subscriber's confirmations about their investment capacity and eligibility
• Legal Framework: References to relevant Swiss corporate law and securities regulations
• Execution Block: Signature spaces, date fields, and company seal requirements
• Governing Law: Clear statement of Swiss law application and jurisdiction

A Subscription letter differs significantly from an Engagement Letter in several key aspects, though both are formal business documents used in Swiss professional contexts.

• Primary Purpose: Subscription letters formalize investment commitments and share purchases, while Engagement letters outline professional service relationships and terms
• Legal Effect: Subscription letters create binding investment obligations and ownership rights, whereas Engagement letters establish service scope and fee arrangements
• Required Content: Subscription letters must specify share quantities, prices, and investor qualifications; Engagement letters focus on service descriptions, timelines, and fee structures
• Timing of Use: Subscription letters are used during capital raising events, while Engagement letters initiate ongoing professional relationships