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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Denmark

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Shareholder Subscription Agreement

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Document background
The Shareholder Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors under Danish law. It is particularly relevant in contexts such as capital raises, private placements, employee share schemes, or strategic investments. The agreement outlines the complete terms of the share subscription, including the number and class of shares, subscription price, payment mechanisms, and various legal protections for both parties. It must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven), and often needs to align with existing corporate documents such as the articles of association and any shareholders' agreement. The document is essential for maintaining clear corporate records, ensuring legal compliance, and establishing unambiguous rights and obligations between the company and its new shareholders.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s), including registration numbers and addresses

2. Background: Context of the share subscription, including company's current share capital and purpose of the subscription

3. Definitions: Key terms used throughout the agreement

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

5. Subscription Price: Total subscription amount and price per share

6. Payment Terms: Payment method, deadline, and bank account details

7. Conditions Precedent: Any conditions that must be met before the subscription becomes effective

8. Completion: Process and timing for completing the subscription

9. Representations and Warranties: Standard warranties from both the company and subscriber

10. Confidentiality: Obligations regarding confidential information

11. Notices: How formal communications between parties should be made

12. Governing Law and Jurisdiction: Confirmation of Danish law and jurisdiction

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, relevant when existing shareholders retain significant stakes

2. Pre-emption Rights: Optional section defining first right of refusal on future share transfers, if not covered in shareholders' agreement

3. Board Representation: Optional section for large investors who negotiate board seats

4. Anti-dilution Protection: Optional section for protecting investor's shareholding percentage in future rounds

5. Dividend Rights: Optional section specifying special dividend rights, if any

6. Information Rights: Optional section defining investor's rights to company information, relevant for minority shareholders

7. Lock-up Period: Optional section restricting share transfers for a specific period

Suggested Schedules

1. Share Capital Structure: Current and post-subscription share capital structure

2. Subscription Form: Formal share subscription form meeting Danish legal requirements

3. Corporate Documents: Copies of relevant corporate approvals and resolutions

4. KYC Documentation Requirements: List of required KYC documents for the subscriber

5. Articles of Association: Current articles of association and any amendments

6. Payment Instructions: Detailed bank account information and payment procedures

7. Warranties: Detailed list of warranties given by the company and/or subscriber

Authors

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Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): The primary legislation governing companies in Denmark, including rules on share capital, shareholder rights, and corporate governance
Danish Capital Markets Act (Kapitalmarkedsloven): Regulates securities trading and public offerings of shares, relevant for subscription agreements involving listed companies or public offerings
Danish Contracts Act (Aftaleloven): Provides the legal framework for contract formation and validity in Denmark, essential for the subscription agreement's enforceability
Danish Act on Share Certificates (Aktiebreveloven): Regulates the issuance and transfer of share certificates and documentation of share ownership
Danish Money Laundering Act (Hvidvaskloven): Relevant for KYC/AML compliance when new shareholders are brought in, particularly for substantial investments
Danish Tax Assessment Act (Ligningsloven): Contains provisions relevant to share subscriptions, including tax implications for both company and subscribers
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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