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Share Contribution Agreement

Share Contribution Agreement Template for Switzerland

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement under Swiss law for transferring 1,000 ordinary shares from my holding company to a newly established subsidiary as part of an internal group restructuring, with completion planned for March 15, 2025."

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Document background
The Share Contribution Agreement is a specialized legal instrument used in Swiss corporate transactions where shares are being transferred as a contribution rather than through a sale. This document is particularly relevant in corporate restructuring, group reorganizations, or investment scenarios where shares are being contributed to a holding company or as part of a larger corporate transaction. The agreement must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations (OR) and related regulations. It includes essential elements such as the identification of the shares being contributed, any consideration structure, representations about share ownership, and completion mechanics. The document is commonly used in conjunction with other corporate documentation such as board resolutions, shareholder approvals, and commercial register filings.
Suggested Sections

1. Parties: Identification of the contributor(s) and the receiving entity, including full legal names, registration details, and addresses

2. Background: Context of the transaction, description of the company whose shares are being contributed, and purpose of the contribution

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

4. Subject Matter of Contribution: Detailed description of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of any consideration being provided in exchange for the contribution, or statement that it is gratuitous

6. Effective Date: Specification of when the contribution takes effect

7. Representations and Warranties: Standard representations regarding share ownership, authority to transfer, and absence of encumbrances

8. Conditions Precedent: Conditions that must be satisfied before the contribution becomes effective

9. Completion: Actions to be taken at completion, including delivery of share certificates and execution of transfer forms

10. Tax Provisions: Allocation of responsibility for any taxes arising from the contribution

11. Notices: Process and contact details for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

13. Miscellaneous: Standard boilerplate provisions including entire agreement, amendments, and severability

Optional Sections

1. Non-Competition: Restrictions on the contributor's future business activities, if applicable

2. Confidentiality: Provisions regarding confidential information, used when sensitive business information is involved

3. Third Party Rights: Provisions regarding rights of third parties, particularly relevant if there are other shareholders

4. Post-Completion Obligations: Ongoing obligations after completion, used when there are continuing duties

5. Employee Matters: Provisions regarding employees if the contributor is involved in the company's management

6. Regulatory Compliance: Additional compliance provisions if required by specific industry regulations

7. Earn-out Provisions: Details of any performance-based additional consideration, if applicable

Suggested Schedules

1. Share Details: Detailed information about the shares being contributed, including share certificates numbers and shareholding history

2. Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations

3. Share Transfer Form: Standard form for recording the transfer in the company's share register

4. Company Extract: Current commercial register extract of the company whose shares are being contributed

5. Shareholder Agreement: Copy of any existing shareholder agreement affecting the shares

6. Valuation Report: Independent valuation of the shares (if applicable)

7. Tax Ruling: Any advance tax rulings obtained regarding the transaction

8. Completion Checklist: List of actions and documents required for completion

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
Articles of Association
Board
Business Day
Commercial Register
Company
Completion
Completion Date
Confidential Information
Consideration
Contributed Shares
Contributor
Effective Date
Encumbrance
Governmental Authority
Group
Loss
Material Adverse Change
Parties
Receiving Entity
Related Persons
Relevant Securities
Representatives
Share Register
Shareholders Agreement
Swiss Code of Obligations
Swiss GAAP
Tax
Tax Authority
Third Party Rights
Transfer Deed
Valuation Report
Working Hours
Relevant Industries

Financial Services

Investment Banking

Private Equity

Corporate Services

Professional Services

Manufacturing

Technology

Real Estate

Healthcare

Energy

Telecommunications

Industrial

Consumer Goods

Mining & Resources

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Tax

Compliance

Corporate Secretariat

Treasury

Risk Management

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Head of Corporate Development

M&A Director

Investment Manager

Corporate Finance Manager

Tax Director

Compliance Officer

Board Member

Managing Director

Finance Director

Private Equity Partner

Transaction Manager

Industries
Swiss Code of Obligations (OR) - General Contract Law: Articles 1-40 OR covering formation of contracts, consent, and general contractual principles that apply to all contracts under Swiss law
Swiss Code of Obligations (OR) - Corporate Law: Articles 620-763 OR governing corporations (AG/SA), share capital, share transfers, and shareholder rights
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Regulates corporate restructuring and transfer of assets, particularly relevant if the share contribution is part of a larger corporate reorganization
Commercial Register Ordinance: Regulations regarding registration requirements and procedures for changes in share capital and ownership
Federal Act on Financial Market Infrastructures (FMIA): Relevant if dealing with listed companies or securities trading aspects of the share contribution
Federal Act on Stamp Duties: Governs taxation aspects of share transfers and capital contributions, including potential stamp duty obligations
Federal Direct Tax Act: Relevant for tax implications of share contributions, particularly regarding capital gains and corporate income tax
Swiss Civil Code: Contains fundamental principles of Swiss law and supplements the Code of Obligations where applicable
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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