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Subscription And Shareholders Agreement

Subscription And Shareholders Agreement Template for Germany

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"I need a Subscription and Shareholders Agreement for a German technology startup GmbH, where three venture capital investors are collectively investing €5 million for a 30% stake, with specific focus on anti-dilution protection and board representation rights."

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Document background
The Subscription And Shareholders Agreement is a crucial document used when a company is issuing new shares to investors while simultaneously establishing the framework for the ongoing relationship between all shareholders. Under German law, this agreement must comply with specific formalities and requirements of the German Civil Code (BGB) and either the Limited Liability Companies Act (GmbHG) or Stock Corporation Act (AktG), depending on the company form. The document serves multiple purposes: it details the terms of the share subscription, including price and number of shares; establishes corporate governance mechanisms; sets out shareholders' rights and obligations; and includes provisions for future share transfers. It's particularly important in investment rounds, joint ventures, or company restructurings, and requires notarization for certain provisions to be enforceable under German law.
Suggested Sections

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

2. Background: Context of the transaction, current company status, and purpose of the agreement

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

4. Subscription of Shares: Details of share subscription including number, class, price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing of the subscription

6. Warranties and Representations: Standard warranties from the company, existing shareholders, and new subscribers

7. Management and Corporate Governance: Board composition, appointment rights, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, information rights, and general obligations of shareholders

9. Transfer Restrictions: Limitations on share transfers and required procedures

10. Pre-emption Rights: Right of first refusal on new share issues and share transfers

11. Tag-Along and Drag-Along Rights: Co-sale rights and mandatory sale provisions

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of the agreement and termination provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, included when requested by investors

2. Liquidation Preference: Special rights on liquidation or exit, typically included for preferred shareholders

3. Dividend Rights: Specific dividend policies and preferences, if not following standard statutory provisions

4. Strategic Decisions: List of matters requiring special majority or unanimous consent, if beyond statutory requirements

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included when shareholders are active in the business

6. Intellectual Property Rights: Special provisions for IP ownership and licensing, relevant for technology companies

7. Employee Share Option Pool: Provisions for employee share schemes, if planned

8. Dead-Lock Resolution: Specific procedures for resolving shareholder disputes, recommended for 50/50 joint ventures

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share capital, shareholders, and shareholding percentages

2. Subscription Details: Detailed terms of the share subscription including payment mechanics

3. Company Information: Key company details including registration information and directors

4. Reserved Matters: List of decisions requiring special approval

5. Business Plan: Initial business plan or investment objectives

6. Warranties: Detailed warranties given by the company and/or selling shareholders

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

8. Articles of Association: Current or amended articles of association

9. Share Transfer Regulations: Detailed procedures for share transfers and valuations

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
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Deed of Adherence
Defaulting Shareholder
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Period
Exit Event
Fair Market Value
Financial Year
Geschäftsanteil(e)
Gesellschafterversammlung
Group
Initial Business Plan
Investment Amount
Investor Directors
IPO
Material Adverse Change
New Securities
Non-Selling Shareholders
Offer Notice
Offer Period
Offered Shares
Parties
Pre-emption Right
Purchase Price
Qualified IPO
Related Party Transaction
Reserved Matters
Restricted Territory
Sale Shares
Selling Shareholder
Share Capital
Shareholders
Shareholders' Meeting
Shares
Subscription Price
Subscription Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferring Shareholder
Valuation
Warranties
Clauses
Interpretation
Share Subscription
Completion Mechanics
Payment Terms
Conditions Precedent
Warranties and Representations
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Information Rights
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Dividend Rights
Exit Provisions
Non-Competition
Non-Solicitation
Confidentiality
Assignment
Default
Remedies
Termination
Notices
Costs
Entire Agreement
Severability
Amendments
Governing Law
Dispute Resolution
Force Majeure
Further Assurance
Counterparts
Relevant Industries

Technology and Software

Manufacturing

Professional Services

Healthcare and Biotech

Real Estate

Financial Services

E-commerce

Renewable Energy

Media and Entertainment

Consumer Goods

Industrial Technology

Logistics and Transportation

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Governance

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Investment Manager

Managing Director

Board Member

Compliance Officer

Corporate Development Manager

Investment Director

Venture Capital Partner

Private Equity Manager

Financial Controller

Head of Legal

Corporate Lawyer

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 law
Handelsgesetzbuch (HGB): German Commercial Code - Governs commercial relationships and provides specific rules for business transactions and commercial partnerships
GmbH-Gesetz (GmbHG): Limited Liability Companies Act - Regulates the formation and operation of German limited liability companies, including shareholder rights and obligations
Aktiengesetz (AktG): Stock Corporation Act - Governs public limited companies, including provisions on shareholder rights, corporate governance, and share transfers
Wertpapierhandelsgesetz (WpHG): Securities Trading Act - Regulates securities trading and contains provisions relevant to share transfers and investor protection
Kapitalanlagegesetzbuch (KAGB): Investment Code - Contains provisions relevant to investment structures and requirements for certain types of investments
Umwandlungsgesetz (UmwG): Transformation Act - Relevant for any potential future corporate restructuring, mergers, or transformations
Gesetz gegen Wettbewerbsbeschränkungen (GWB): Act Against Restraints of Competition - May be relevant for certain shareholder arrangements and competition law compliance
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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