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Share Allotment Agreement

Share Allotment Agreement Template for Switzerland

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Key Requirements PROMPT example:

Share Allotment Agreement

"I need a Share Allotment Agreement under Swiss law for my tech startup to issue 10,000 Series A preferred shares to three venture capital investors, with drag-along rights and anti-dilution protection, to be completed by March 2025."

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Document background
The Share Allotment Agreement is a crucial document in Swiss corporate practice, used when a company issues new shares to investors or existing shareholders. This agreement is particularly important in contexts such as capital raises, employee share schemes, or strategic investments. The document must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations (CO) Articles 620-763, governing share issuance and capital increases. The Share Allotment Agreement typically includes detailed provisions about the number and type of shares being issued, payment terms, conditions precedent, and various representations and warranties. It serves as the primary legal instrument documenting the share subscription and allotment process, ensuring all regulatory requirements are met and protecting the interests of both the issuing company and the share subscribers.
Suggested Sections

1. Parties: Identification of the company issuing shares and the subscriber(s)

2. Background: Context of the share allotment, including corporate approvals and capital structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Allotment: Details of shares being allotted, including number, class, and nominal value

5. Consideration: Payment terms, amount, and method of payment for the shares

6. Conditions Precedent: Conditions that must be satisfied before the allotment becomes effective

7. Completion: Process and timing for completing the share allotment

8. Representations and Warranties: Standard representations by both the company and the subscriber

9. Undertakings: Ongoing obligations of the parties

10. Notices: Process for formal communications between parties

11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are granted the right to join in the sale of shares

2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in the sale

3. Pre-emption Rights: Include when existing shareholders are given priority rights for future share issues

4. Share Transfer Restrictions: Include when there are specific limitations on the transfer of allotted shares

5. Board Appointment Rights: Include when the share allotment grants rights to appoint board members

6. Anti-dilution Provisions: Include when protecting against future dilution of shareholding

7. Dividend Rights: Include when specific dividend rights attach to the allotted shares

8. Confidentiality: Include when specific confidentiality obligations are required beyond standard provisions

Suggested Schedules

1. Share Details: Detailed specification of shares being allotted, including class rights and restrictions

2. Form of Share Certificate: Template of the share certificate to be issued

3. Corporate Authorizations: Copies of board and shareholder resolutions approving the allotment

4. Payment Details: Bank account and payment instruction details

5. Warranties: Detailed warranties given by the company and/or subscriber

6. Articles of Association: Current articles of association of the company

7. Shareholders' Agreement: Reference copy or relevant excerpts of any existing shareholders' agreement

8. KYC Documentation: Required know-your-customer documentation for the subscriber

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Allotment Date
Articles of Association
Board
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Commercial Register
Company
Confidential Information
Encumbrance
Existing Shareholders
General Meeting
Issue Price
Material Adverse Change
New Shares
Nominal Value
Parties
Related Persons
Relevant Authority
Share Capital
Share Certificate
Share Register
Shareholder
Shareholders' Agreement
Shares
Signing Date
Subscription Form
Subscriber
Swiss Code of Obligations
Swiss GAAP
Transaction Documents
Warranties
Working Day
Clauses
Subscription and Allotment
Consideration and Payment
Conditions Precedent
Completion
Representations and Warranties
Company Warranties
Subscriber Warranties
Share Rights
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Board Representation
Information Rights
Confidentiality
Non-Competition
Anti-Dilution
Dividend Rights
Voting Rights
Exit Rights
Termination
Force Majeure
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Amendments
Waiver
Further Assurance
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Professional Services

Energy

Telecommunications

Infrastructure

Private Equity

Venture Capital

Banking

Insurance

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Corporate Secretariat

Investment

Board Secretariat

Corporate Finance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Director

Compliance Officer

Board Member

Finance Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

General Counsel

Risk Manager

Industries
Swiss Code of Obligations (CO): The primary source of Swiss corporate and contract law, containing provisions about company formation, share capital, shareholder rights, and contract requirements (particularly Articles 620-763 CO for stock corporations)
Swiss Civil Code: Provides fundamental legal principles and supplements the Code of Obligations, particularly regarding legal capacity and general principles of law
Federal Act on Financial Market Infrastructures (FMIA): Regulates securities trading and relevant obligations, particularly important if the shares are or will be publicly traded
Swiss Federal Act on Financial Services (FinSA): Governs the provision of financial services and offering of financial instruments, including requirements for prospectuses in case of public offerings
Swiss Federal Act on Financial Institutions (FinIA): Relevant for institutional aspects and if financial intermediaries are involved in the share allotment process
Federal Act on Mergers, Demergers, Transformations and Transfer of Assets (Merger Act): May be relevant if the share allotment is part of a larger corporate restructuring or transformation
Banking Act and related ordinances: Relevant if the transaction involves banking institutions or requires banking services
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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