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A Subscription letter represents a formal commitment from an investor to purchase shares or securities in a Dutch company, typically during a private placement or initial public offering. It outlines key details like the number of shares, price per share, and total investment amount the subscriber agrees to buy.

Under Dutch corporate law, this binding document serves as proof of the investor's intention and helps companies comply with capital raising requirements. The letter usually includes payment terms, closing conditions, and investor representations - making it an essential tool for both private companies seeking growth capital and public companies expanding their shareholder base.

Use a Subscription letter when raising capital for your Dutch company through share offerings, particularly in private placements or before an IPO. This document becomes essential once you've identified potential investors and need to formalize their commitment to purchase specific amounts of shares at agreed-upon prices.

The timing often aligns with your company's growth phases - expanding operations, funding acquisitions, or preparing for market entry. Dutch regulations require clear documentation of investment commitments, making Subscription letters crucial during fundraising rounds, especially when dealing with professional investors or venture capital firms who expect standardized documentation.

• Basic Share Subscription: The standard format used for direct equity investments, outlining share quantity, price, and payment terms
• Convertible Note Subscription: Commonly used for startup funding, including conversion rights and future equity terms
• Series Investment Subscription: More complex version for institutional investors, with detailed warranties and representations
• Rights Issue Subscription: Specifically designed for existing shareholders exercising pre-emptive rights under Dutch law
• Employee Share Subscription: Simplified format for employee stock purchase plans, aligned with Dutch labor regulations

• Investing Companies: Private equity firms, venture capital funds, and institutional investors who commit capital through formal subscription agreements
• Company Directors: Board members and executives who negotiate and approve subscription terms on behalf of the issuing company
• Corporate Lawyers: Legal professionals who draft and review subscription letters to ensure compliance with Dutch securities laws
• Company Secretaries: Officers responsible for maintaining shareholder records and processing subscription documentation
• Financial Advisors: Professionals who guide clients through the investment process and verify subscription terms

• Company Details: Gather accurate corporate information, including registration number, registered office, and authorized share capital
• Investment Terms: Document the exact number of shares, price per share, and total subscription amount
• Investor Information: Collect complete details of the subscriber, including legal name, address, and registration details for entities
• Payment Structure: Define payment timeline, bank account details, and any installment arrangements
• Compliance Check: Verify alignment with Dutch securities laws and corporate requirements before finalizing the document

• Identification Section: Full legal names and details of both the issuing company and subscriber
• Share Details: Specific number, class, and price of shares being subscribed to
• Payment Terms: Clear payment schedule, method, and bank account information
• Representations: Subscriber's confirmation of eligibility and financial capacity
• Governing Law: Explicit statement that Dutch law applies
• Execution Block: Signature spaces for authorized representatives with dates and titles
• Warranties: Company's assurances about share validity and corporate authority

A Subscription letter differs significantly from an Acceptance Letter in both purpose and legal effect within Dutch corporate law. While both documents formalize agreements, they serve distinct functions in business transactions.

• Primary Purpose: Subscription letters specifically commit to purchasing shares or securities, while Acceptance letters broadly confirm agreement to various business proposals or terms
• Legal Implications: Subscription letters create binding investment obligations under Dutch securities law, whereas Acceptance letters generally confirm receipt or agreement without necessarily creating financial commitments
• Required Content: Subscription letters must detail share quantities, prices, and payment terms. Acceptance letters typically focus on acknowledging terms or conditions without such specific financial details
• Timing of Use: Subscription letters are used during capital raising events, while Acceptance letters serve in broader business communications throughout the relationship