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Founders Stock Purchase Agreement

Founders Stock Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Founders Stock Purchase Agreement

"I need a Founders Stock Purchase Agreement under German law for our Berlin-based AI startup with three founders, where two founders will have 4-year vesting schedules starting March 2025, and one founder will be fully vested immediately."

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Document background
The Founders Stock Purchase Agreement is a crucial document used during company formation or early-stage operations in Germany to formalize the acquisition and ownership of shares by founding members. This agreement is essential when establishing the initial shareholding structure, implementing vesting arrangements, or reorganizing founder ownership. It must comply with German corporate law requirements, including notarization requirements for share transfers and registration with the Commercial Register. The document typically includes detailed provisions on share valuation, transfer mechanics, representations about share ownership and company status, and various rights and restrictions attached to the shares. Given the stringent requirements of German corporate law, particular attention must be paid to formal requirements and mandatory provisions under the relevant German statutes.
Suggested Sections

1. Parties: Identification of the selling founders and the company, including full legal names, registration details, and addresses

2. Background: Context of the share purchase, company formation details, and purpose of the agreement

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and share class details

5. Purchase Price and Payment: Detailed terms of payment, including method, timing, and any escrow arrangements

6. Closing Conditions: Prerequisites that must be met before the share transfer can be completed

7. Representations and Warranties: Statements of fact by the founders regarding the shares and company status

8. Covenants: Ongoing obligations of the parties, including any restrictions on founders

9. Share Transfer Formalities: Required procedures under German law for effectuating the share transfer

10. Tax Matters: Allocation of tax obligations and responsibilities

11. Confidentiality: Provisions regarding the confidential treatment of company information

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Vesting Provisions: Include when shares are subject to vesting schedules or reverse vesting

2. Right of First Refusal: Include when other shareholders or the company should have priority rights to purchase shares

3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale

4. Tag-Along Rights: Include when minority shareholders should have the right to join in a sale by majority shareholders

5. Non-Competition and Non-Solicitation: Include when founders should be restricted from competing activities

6. Intellectual Property Assignment: Include when IP rights need to be explicitly assigned to the company

7. Management Rights: Include when specific management or voting rights need to be established

8. Future Financing Provisions: Include when addressing potential future investment rounds

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of the company's share capital and ownership structure

2. Capitalization Table: Complete overview of share ownership before and after the transaction

3. Company Details: Commercial register excerpt and key company information

4. Shareholders' Resolution: Required corporate approvals for the share transfer

5. Vesting Schedule: If applicable, detailed vesting terms and schedule

6. Form of Share Transfer Deed: Template for the formal share transfer document required under German law

7. IP Register: List of company intellectual property rights

8. Existing Agreements: List of material contracts and obligations affecting the shares or 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
Closing
Closing Date
Commercial Register
Company
Confidential Information
Consideration
Deed of Transfer
Effective Date
Encumbrance
Founding Shareholders
GmbH
Governmental Authority
Intellectual Property Rights
Law
Material Adverse Change
Notarial Deed
Ordinary Shares
Parties
Person
Purchase Price
Purchaser
Related Parties
Restricted Business
Sale Shares
Seller
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subsidiary
Tax
Transaction Documents
Transfer
Vesting Period
Vesting Schedule
Voting Rights
Working Day
Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Manufacturing

Professional Services

Media and Entertainment

Software Development

Biotechnology

Clean Technology

Consumer Goods

Educational Technology

Real Estate Technology

Industrial Technology

Artificial Intelligence

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Development

Compliance

Administration

Corporate Governance

Business Development

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Founder

Co-Founder

Managing Director

Legal Counsel

Corporate Lawyer

Investment Manager

Startup Advisor

Business Development Director

Company Secretary

Compliance Officer

Finance Director

Board Member

Industries
Bürgerliches Gesetzbuch (BGB): German Civil Code - Provides the fundamental principles of contract law, including formation, interpretation, and enforcement of contracts, as well as general obligations between parties
Aktiengesetz (AktG): German Stock Corporation Act - Governs the formation and operation of stock corporations (AG), including regulations on share issuance, transfer restrictions, and shareholder rights
Handelsgesetzbuch (HGB): German Commercial Code - Contains provisions relevant to commercial transactions and business relationships between merchants
GmbH-Gesetz (GmbHG): Limited Liability Companies Act - Regulates the formation and operation of German limited liability companies, including provisions on share transfers and shareholder agreements
Einkommensteuergesetz (EStG): Income Tax Act - Relevant for tax implications of share transfers and potential benefits granted to founders
Handelsregisterverordnung (HRV): Commercial Register Ordinance - Specifies requirements for registering company changes, including share transfers and capital increases
Umwandlungsgesetz (UmwG): Transformation Act - May be relevant for potential future corporate restructurings or transformations
Wertpapierhandelsgesetz (WpHG): Securities Trading Act - Relevant if the company plans to issue tradeable securities or if certain reporting obligations apply
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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