Shareholder Subscription Agreement Template for Switzerland

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Swiss Shareholder Subscription Agreement for our tech startup's Series A funding round, where we're issuing 10,000 preference shares to a venture capital investor who will be getting board appointment rights and standard anti-dilution protection."

Document background
A Shareholder Subscription Agreement is essential when a Swiss company issues new shares to investors or existing shareholders. This document is used in various contexts, including startup funding rounds, capital increases, employee share schemes, or strategic investments. The agreement must comply with Swiss corporate law, particularly regarding capital contribution requirements and corporate governance rules. It outlines key terms such as share price, number of shares, payment terms, and various rights attached to the shares. The document typically interfaces with the company's articles of association and any existing shareholders' agreements. Given Switzerland's strict corporate law requirements, particular attention must be paid to formal requirements, especially when the subscription involves a capital increase requiring registration with the commercial register.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s), including full legal names and addresses

2. Background: Context of the share subscription, including current share capital structure and purpose of the subscription

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Subscription: Details of shares being subscribed for, including number, class, and nominal value

5. Subscription Price: Amount payable for the shares and payment terms

6. Closing Conditions: Conditions that must be satisfied before the subscription can complete

7. Closing: Process and requirements for completing the subscription

8. Representations and Warranties: Standard representations by both the Company and the Subscriber

9. Undertakings: Ongoing obligations of the parties

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

13. Execution: Signature blocks and execution formalities

Optional Sections

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

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

3. Anti-Dilution Protection: Include when subscribers are to be protected against future share issuances at lower valuations

4. Board Appointment Rights: Include when the subscriber is granted the right to appoint board members

5. Multiple Closing Mechanics: Include when the subscription will occur in multiple tranches

6. Share Transfer Restrictions: Include when specific restrictions on transfer of subscribed shares are required

7. Preference Rights: Include when the subscribed shares carry special preference rights

8. Integration with Shareholders' Agreement: Include when there is an existing shareholders' agreement that needs to be addressed

Suggested Schedules

1. Subscription Details: Detailed breakdown of share numbers, classes, and prices

2. Form of Board Resolution: Template resolution approving the share issuance

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

4. Company Information: Extract from commercial register and current articles of association

5. Closing Checklist: List of documents and actions required for closing

6. Warranties Schedule: Detailed warranties given by the Company

7. Disclosure Schedule: Company's disclosures against the warranties

8. Know Your Customer Requirements: Required documentation for anti-money laundering compliance

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Media and Entertainment

Transportation and Logistics

Consumer Goods

Biotechnology

Construction

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Executive Management

Board of Directors

Compliance

Corporate Secretariat

Investment

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Corporate Lawyer

Finance Director

Compliance Officer

Board Member

Managing Director

Corporate Development Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Company Secretary

Financial Controller

Head of Legal

Chief Investment Officer

Business Development Director

Industries
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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