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A Subscription Agreement sets out the terms when investors buy shares or other securities in an Irish company. It spells out how many shares they'll receive, at what price, and when the investment will happen. For private companies raising capital, these agreements form the backbone of funding rounds under Irish company law.

Beyond just the purchase details, these contracts handle critical elements like investor warranties, company representations, and any special rights attached to the shares. Irish startups and SMEs commonly use them during seed rounds and Series A funding, making sure everything aligns with Companies Act 2014 requirements and Central Bank regulations.

Use a Subscription Agreement when your Irish company needs to bring in new investors or raise capital through share offerings. This proves especially important during seed funding rounds, Series A financing, or when expanding your shareholder base. The agreement becomes essential once you've found interested investors and need to formalize the investment terms.

Many Irish startups implement these agreements during crucial growth phases, particularly when raising funds from venture capital firms or angel investors. It's also vital when offering employee share schemes or when existing shareholders want to increase their stake. The timing often aligns with major business milestones like expansion plans or new product launches requiring additional capital.

• Advance Subscription Agreement: Used for future equity investments, particularly in early-stage Irish startups, allowing investors to convert their investment into shares at a later date
• Subscription Service Agreement: Focuses on recurring services or digital platform access, common in SaaS companies and tech startups
• Limited Partnership Subscription Agreement: Specifically designed for investing in Irish limited partnerships, often used in investment funds
• Membership Subscription Agreement: Tailored for membership-based organizations and clubs offering tiered access or benefits
• Note Subscription Agreement: Used for convertible note investments, popular among early-stage companies seeking bridge financing

• Company Directors and Founders: Lead the process of drafting and approving Subscription Agreements, ensuring terms align with company strategy and Irish company law
• Investors: Review and sign these agreements when purchasing shares, including venture capital firms, angel investors, and institutional investors
• Corporate Lawyers: Draft and review agreements to ensure compliance with Irish regulations and protect both company and investor interests
• Company Secretaries: Handle documentation, filing, and maintaining records of share subscriptions with the Companies Registration Office
• Financial Advisors: Guide valuation terms and investment structure, particularly for complex deals or convertible instruments

• Company Details: Gather your company's registration number, registered office address, and current shareholding structure
• Investment Terms: Document the exact number of shares, price per share, and total investment amount
• Investor Information: Collect each investor's full legal name, address, and tax registration details
• Existing Agreements: Review your company's constitution and any shareholders' agreements already in place
• Key Dates: Set clear completion dates, payment schedules, and share issuance timelines
• Warranties: List all company representations and investor confirmations needed under Irish law
• Board Approval: Secure necessary board resolutions authorizing the share issuance

• Parties: Full legal names and addresses of the company and each investor, plus company registration details
• Share Details: Precise description of shares being issued, including class, rights, and nominal value
• Consideration: Clear statement of price per share and total investment amount in euros
• Completion Terms: Specific conditions for closing the deal and timeline for share issuance
• Warranties: Standard company representations and investor confirmations under Irish law
• Governing Law: Express statement that Irish law governs the agreement
• Execution Block: Proper signature sections for all parties, with company seal provisions if required
• Transfer Restrictions: Any limitations on future share transfers per Companies Act 2014

A Subscription Agreement differs significantly from a Bond Purchase Agreement in several key ways, though both involve raising capital for Irish companies. While Subscription Agreements deal with equity ownership through shares, Bond Purchase Agreements focus on debt instruments with fixed repayment terms.

• Ownership Rights: Subscription Agreements grant shareholders voting rights and potential dividends, while bonds only provide interest payments and principal repayment
• Risk Profile: Bond holders have priority over shareholders in case of company liquidation, making them generally lower-risk investments
• Duration: Bonds have fixed maturity dates, while share ownership continues indefinitely unless sold
• Regulatory Framework: Share subscriptions fall under Irish company law and shareholder regulations, while bonds must comply with debt securities regulations and Central Bank requirements
• Corporate Governance: Shareholders can influence company decisions, whereas bondholders typically cannot