Drafting Share Subscription Agreements
Draft a legally binding document setting out price, number of shares, payment and conditions.
CORPORATE & COMMERCIAL ADVISORY · SHARE SUBSCRIPTION AGREEMENTS
Share Subscription Agreements
Structured Investments. Clear Terms. Stronger Partnerships.
SSA
A clear foundation for your organisation
We draft, review and negotiate share subscription agreements that facilitate investment, define rights and obligations, protect business interests and support long-term growth.
A Share Subscription Agreement (SSA) is a legally binding contract between a company and an investor (or between existing shareholders) under which the investor agrees to subscribe to, and the company agrees to allot, specified shares on agreed terms and conditions, including price, number of shares, payment terms, representations, warranties and closing conditions.
OUR SERVICES FOR SSA
Investment support built around clarity and compliance
Drafting, review and negotiation support for investment-ready terms and execution frameworks.
Review & Redrafting
Assess the draft for risk, consistency and commercial balance.
Negotiation Support
Track the investor expectations and support practical negotiation outcomes.
Transaction Structuring
Review capital and investment architecture in the context of the company's plans.
Regulatory & Compliance Advisory
Align with the required approvals, filings and investor obligations.
Ancillary Documents (SHA, AoA, Term Sheet)
Coordinate related transaction documents for an integrated closing process.
Condition Precedent Management
Track pre-closing steps and required completion milestones.
Closing Support and Allotment Process
Support the share allotment process and completion steps after execution.
KEY BENEFITS
Benefits for the company and investor
A Share Subscription Agreement (SSA) is a legally binding contract between a company and an investor (or between existing shareholders) under which the investor agrees to subscribe to, and the company agrees to allot, specified shares on agreed terms and conditions, including price, number of shares, payment terms, representations, warranties and closing conditions.
Considered for your next chapter.
Brings in capital for growth
Support strategic scale-up with capital aligned to the company’s business plan.
Defines investor rights and obligations
Clarify rights, governance and investment mechanics from the outset.
Reduces future disputes
A negotiated and documented agreement reduces future misunderstanding.
Enhances valuation and investor confidence
Structured terms support investor confidence and business credibility.
Provides a governance framework
Tie decision-making, approvals and investor rights to the structure.
Supports expansion and exit planning
Integrate strategic planning with capital raising and future value creation.
BUSINESS STRUCTURE & TAXATION ASPECTS
Plan the structure around the purpose
A Share Subscription Agreement (SSA) is a legally binding contract between a company and an investor (or between existing shareholders) under which the investor agrees to subscribe to, and the company agrees to allot, specified shares on agreed terms and conditions, including price, number of shares, payment terms, representations, warranties and closing conditions.
- During fund raising
Relevant for VC, PE, angel or strategic investor rounds.
- Issue of new shares
Applicable to preferential or private placement structures.
- Convertible instruments
Used when structures include convertible preference shares or similar instruments.
- Cross-border investment
Useful where a transaction involves foreign investment or overseas investor participation.
Clarity for what comes next.
COMPARATIVE ANALYSIS
Term Sheet vs SHA vs SSA
Understanding where each document fits in the transaction lifecycle.
| Features | Term Sheet | SHA | SSA |
|---|---|---|---|
| Purpose | Initial commercial outline of the deal | Defines rights and obligations of the investor and company | Sets out the share subscription and issuance terms |
| Nature | Non-binding commercial overview | Binding shareholder arrangement | Binding investment document |
| Key Focus | Commercial terms and round economics | Governance and dynamic shareholder arrangements | Share issue, price, allotment and investor rights |
| Stage | Early transaction stage | Post-investment governance phase | Execution of the capital subscription |
| Typical Parties | Investor and company | Shareholders and company | Company and subscribing investor |
| Legal Requirement | Usually not legally binding | Typically binding and may sit alongside Articles | Legally binding and transaction critical |
| Typical Timeline | Short | Ongoing post-investment | Transaction execution stage |
Use this overview as a starting point for advice on the proposed structure and circumstances.
INCORPORATION PROCESS
Simple, transparent and timely
A clear sequence of decisions and filings, coordinated around complete information and authority processing.
- 01
Initial discussion & term sheet
Outline the commercial deal framework and pricing approach.
- 02
Information collection & due diligence
Review financial, regulatory and commercial information needed for the investment.
- 03
Drafting share subscription agreement
Prepare the document to reflect the agreed share terms and conditions.
- 04
Review & negotiation
Resolve commercial or legal issues before execution.
- 05
Finalisation of documents
Complete the transaction documentation and board approvals.
- 06
Approvals & execution
Secure the required approvals, signatures and closing conditions.
- 07
Allotment & post-closing support
Complete share issuance and support the follow-through for the investor relationship.
DOCUMENTS & REQUIREMENTS
Prepare the right information
Indicative list of documents for investment documentation.
- Certificate of Incorporation, MoA & AoA
- Latest statutory registers and shareholding pattern
- Board resolution for issue of shares
- Draft or final term sheet
- Financial statements and management projections
- KYC and due diligence documents of investor
- Regulatory approvals (FDI, sectoral, RBI etc.)
- Other transaction documents
OUR PROFESSIONAL FEES (INDICATIVE)
Aligned to transaction complexity and regulatory profile
The review often depends on the size of the round, investor profile and approvals involved.
Basic SSA
₹49,999/- Onwards- Name reservation
- Formation filing coordination
- Constitutional documents
- PAN, TAN and banking next steps
Standard SSA Advisory
₹99,999/- Onwards- Basic formation support
- Applicable registrations assessment
- Initial compliance guidance
- Post-formation advisory scope
Customised Quote
For complex ownership, activity-specific permissions, foreign participation or tailored requirements.
Get a QuoteGovernment charges, applicable taxes and third-party costs are confirmed separately as part of the proposed scope.
KEY FEATURES
SSA at a glance
Brings in capital for growth
Defines investor rights and obligations
Reduces future disputes
Enhances valuation and investor confidence
Provides a governance framework
Supports expansion and exit planning
FREQUENTLY ASKED QUESTIONS
Browse all FAQs A few useful answers
Common questions on share subscription structures.
What is a Share Subscription Agreement?
What does it cover?
Why is regulatory review important?
TESTIMONIALS
Clear advice. Practical direction.
Perspectives shared with permission by clients of our advisory teams.
Astronis Global brought clarity and commercial focus to a complex restructuring exercise. Their advice was practical, timely and easy for our leadership team to act on.
The team understood our regulatory requirements quickly and helped us move forward with confidence. We valued their responsiveness and disciplined follow-through.
Astronis Global provided dependable support across multiple registrations and approvals. Their communication was clear, structured and consistently professional.
YOUR NEXT CHAPTER STARTS HERE
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