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Startup Equity Agreement

Startup Equity Agreement Template for Switzerland

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Key Requirements PROMPT example:

Startup Equity Agreement

"I need a Swiss Startup Equity Agreement for a Series A investment round closing March 2025, where two VC firms are investing CHF 5 million for preferred shares with standard anti-dilution and board representation rights."

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Document background
The Startup Equity Agreement is a crucial document used when a Swiss startup company seeks to formalize investment relationships and equity ownership structures. This agreement is particularly important during funding rounds, whether dealing with institutional investors, angel investors, or strategic partners. The document, governed by Swiss law, specifically addresses the unique requirements of the Swiss legal framework while incorporating international best practices for startup investments. The Startup Equity Agreement includes detailed provisions on share classes, voting rights, transfer restrictions, anti-dilution protections, and exit mechanisms, making it essential for both early-stage and growth-phase startups. It serves as the foundational document for protecting all stakeholders' interests while providing a clear framework for company governance and future growth.
Suggested Sections

1. Parties: Identification of all contracting parties including the company, existing shareholders, and new investors

2. Background: Context of the agreement, including company status and purpose of the equity investment

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

4. Share Capital and Ownership Structure: Details of the company's current share capital, classes of shares, and ownership distribution

5. Subscription of Shares: Terms of the new share subscription, including number, class, and price of shares

6. Payment and Share Issuance: Process and timing for payment of subscription amount and issuance of shares

7. Representations and Warranties: Statements of fact by the company and existing shareholders regarding the company's status and operations

8. Shareholders' Rights and Obligations: Key rights and obligations of shareholders, including voting rights and dividend entitlements

9. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights

10. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales

11. Corporate Governance: Board composition, voting majorities, and reserved matters

12. Information Rights: Shareholders' rights to company information and financial reports

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Confidentiality: Obligations regarding confidential information

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

16. Execution: Signature blocks and execution requirements

Optional Sections

1. Anti-Dilution Protection: Protection mechanisms for investors against future dilutive share issuances

2. Employee Share Participation: Include when there is an employee stock option plan or similar scheme

3. Intellectual Property Rights: Specific provisions regarding IP ownership and transfer, particularly relevant for technology startups

4. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically for founder shareholders

5. Bad Leaver Provisions: Consequences for shareholders who leave the company under negative circumstances

6. Preference Rights: Special rights attached to preferred shares, if applicable

7. Strategic Investor Rights: Special provisions for strategic investors, including commercial cooperation

8. Exit Strategy: Detailed provisions regarding IPO or trade sale scenarios

Suggested Schedules

1. Schedule 1: Cap Table: Detailed capitalization table showing all shareholders and their holdings

2. Schedule 2: Company Information: Key company details including registration number, registered office, and board members

3. Schedule 3: Subscription Details: Detailed breakdown of share subscription including payment instructions

4. Schedule 4: Warranties: Comprehensive list of company warranties

5. Schedule 5: Reserved Matters: List of decisions requiring special majority or investor consent

6. Schedule 6: Business Plan: Company's current business plan and financial projections

7. Schedule 7: Deed of Adherence: Template for future shareholders to join the agreement

8. Schedule 8: Articles of Association: Current or amended articles of association of the company

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
Business Plan
Call Option
Capital Increase
Commercial Register
Company
Completion
Completion Date
Confidential Information
Drag-Along Right
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Basis
Good Leaver
Bad Leaver
Intellectual Property Rights
Investment Amount
Investors
IPO
Issue Price
Key Employees
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preferred Shares
Pre-emptive Rights
Put Option
Qualified Exit
Qualified IPO
Related Parties
Reserved Matters
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subscription Rights
Tag-Along Right
Trade Sale
Transfer
Valuation
Voting Rights
Clauses
Share Subscription
Payment Terms
Share Capital Structure
Representations and Warranties
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Information Rights
Board Composition
Reserved Matters
Dividend Rights
Exit Rights
Non-Competition
Non-Solicitation
Confidentiality
Share Valuation
Put Option
Call Option
Good Leaver/Bad Leaver
Intellectual Property
Dispute Resolution
Governing Law
Amendment
Assignment
Severability
Notices
Costs and Expenses
Force Majeure
Entire Agreement
Third Party Rights
Term and Termination
Relevant Industries

Technology

Fintech

Biotechnology

Healthcare

E-commerce

Software Development

Clean Technology

Digital Media

Artificial Intelligence

Manufacturing

Consumer Services

Professional Services

Education Technology

Internet of Things

Robotics

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Board of Directors

Corporate Secretariat

Business Development

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Startup Founder

Board Director

Company Secretary

Legal Counsel

Investment Analyst

Corporate Development Manager

Finance Director

Compliance Officer

Business Development Manager

Industries
Swiss Code of Obligations (CO): Primary source of Swiss contract and corporate law, particularly Articles 620-763 governing stock corporations (Aktiengesellschaft), share structure, and shareholder rights
Swiss Civil Code: Provides fundamental legal principles and frameworks that underpin all contracts and agreements in Switzerland
Federal Act on Financial Market Infrastructures (FMIA): Regulates securities trading and reporting obligations, particularly relevant for larger equity transactions or if planning future public offering
Swiss Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for potential future corporate restructuring and transfer of equity stakes
Federal Act on Financial Services (FinSA): Governs the offering of financial instruments, including equity securities, and related disclosure requirements
Swiss Federal Act on Tax Harmonization: Relevant for tax implications of equity transfers and valuations across different Swiss cantons
Federal Act on Private International Law: Important if any parties to the agreement are foreign entities or individuals
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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