Safe Investment Agreement Template for Switzerland

A Swiss-law governed Simple Agreement for Future Equity (SAFE) is a standardized investment instrument used for early-stage company financing in Switzerland. This agreement provides investors with rights to future equity in the company while deferring valuation discussions until a later funding round. The document incorporates specific provisions required under Swiss corporate and securities law, including compliance with Swiss Code of Obligations requirements and Swiss financial market regulations. It offers a balanced approach to protecting both investor and company interests while maintaining the flexibility and simplicity that makes SAFEs attractive for early-stage investments.

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What is a Safe Investment Agreement?

The Safe Investment Agreement under Swiss law serves as a crucial instrument for early-stage funding in the Swiss startup ecosystem. This document is typically used when a company seeks initial investment but wants to defer complex valuation discussions until a larger funding round. The agreement provides investors with the right to convert their investment into equity upon specific trigger events, such as qualified financing rounds or exit events. It must comply with Swiss financial regulations, including the Federal Act on Financial Services (FIDLEG) and Swiss Code of Obligations. The document includes essential provisions for investment amount, conversion mechanisms, investor rights, and company obligations, all structured within the Swiss legal framework. This type of agreement has become increasingly popular in Switzerland due to its efficiency in closing early-stage investments while providing adequate protection for both parties.

What sections should be included in a Safe Investment Agreement?

1. Parties: Identification of the Company and the Investor with full legal details

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including 'Equity Financing', 'Liquidity Event', 'Dissolution Event', and 'Conversion Price'

4. Investment Amount: Specification of the investment sum and payment terms

5. Company Representations: Company's warranties regarding its legal status, authority, and compliance with Swiss law

6. Investor Representations: Investor's warranties regarding investment capacity and compliance with applicable laws

7. Conversion Rights: Terms and conditions for converting the investment into equity

8. Conversion Trigger Events: Specific events that trigger conversion rights (equity financing, liquidity event, etc.)

9. Dissolution Rights: Investor rights in case of company dissolution or liquidation

10. Information Rights: Company's obligations to provide financial and other information to the investor

11. Assignment and Transfer: Terms governing the transfer of rights under the agreement

12. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction

13. Notices: Communication requirements and contact details

14. General Provisions: Standard contract clauses including amendments, severability, and entire agreement

What sections are optional to include in a Safe Investment Agreement?

1. Most Favored Nation: Optional provision ensuring investor receives best terms offered to other SAFE holders - recommended for sophisticated investors

2. Pro-rata Rights: Optional right to participate in future financing rounds - typically included for strategic investors

3. Board Observer Rights: Optional right to appoint a non-voting board observer - useful for larger investments

4. Tag-Along Rights: Optional provision allowing investor to join in sale of shares by founders - recommended for larger investments

5. Currency Conversion: Required if investment is made in non-Swiss franc currency

6. Tax Provisions: Special tax considerations if investor is non-Swiss or if specific tax structures are needed

7. Confidentiality: Detailed confidentiality provisions if not covered sufficiently in general provisions

What schedules should be included in a Safe Investment Agreement?

1. Schedule 1 - Cap Table: Current capitalization table of the company

2. Schedule 2 - Calculation Methods: Detailed methods for calculating conversion price and equity allocation

3. Schedule 3 - Form of Conversion Notice: Template for conversion notice when trigger events occur

4. Schedule 4 - Company Information: Key company details including registration information and current directors

5. Appendix A - Investment Terms Summary: Summary of key investment terms and valuation metrics

6. Appendix B - Required Corporate Approvals: List of corporate approvals obtained for the SAFE issuance

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use

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