Share Subscription Agreement for Switzerland

Share Subscription Agreement Template for Switzerland

A Share Subscription Agreement under Swiss law is a legally binding contract that documents the terms and conditions under which an investor agrees to subscribe for newly issued shares in a Swiss company (AG/SA). The agreement complies with the requirements of the Swiss Code of Obligations and includes essential provisions regarding share price, payment terms, representations and warranties, and closing conditions. It typically includes specific Swiss law provisions regarding share capital increases, mandatory registration requirements, and compliance with Swiss corporate governance rules. The document serves as the foundation for completing the share subscription process and subsequent registration with the Swiss Commercial Register.

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What is a Share Subscription Agreement?

The Share Subscription Agreement is a crucial document used in Swiss corporate transactions when a company seeks to issue new shares to investors. It is particularly relevant in the context of capital raises, whether for startup funding, growth capital, or strategic investments. The agreement must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, and typically follows the formal requirements for share capital increases in Swiss companies. The document outlines all essential elements of the subscription, including the number and type of shares, subscription price, payment terms, representations and warranties, and closing conditions. It also addresses specific Swiss law requirements such as the form of payment (typically through a capital contribution account at a Swiss bank), necessary corporate approvals, and registration procedures with the Commercial Register. The agreement may also include provisions for shareholder rights, transfer restrictions, and other governance matters typical in Swiss corporate practice.

What sections should be included in a Share Subscription Agreement?

1. Parties: Identification of the company issuing shares and the subscriber(s)

2. Background: Context of the share subscription, including corporate approvals 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 consideration, payment terms, and payment mechanics

6. Closing: Conditions precedent, closing mechanics, and timing

7. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and share capital

8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, authority, and funding source

9. Covenants: Ongoing obligations of the parties

10. Notices: Process for formal communications between parties

11. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information

12. Costs: Allocation of transaction costs and expenses

13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

What sections are optional to include in a Share Subscription Agreement?

1. Tag-Along Rights: Include when existing shareholders are granted right to participate in future share sales

2. Anti-Dilution Protection: Include when subscriber is to be protected against future dilutive share issuances

3. Board Representation: Include when subscriber is granted right to appoint board members

4. Dividend Rights: Include when special dividend arrangements apply to subscribed shares

5. Lock-up Period: Include when transfer restrictions are imposed on subscribed shares

6. Pre-emptive Rights: Include when subscriber is granted rights in future share issuances

7. Information Rights: Include when subscriber is granted specific information access rights

8. Registration Rights: Include for future IPO scenarios or when shares may be listed

9. ROFR and ROFO: Include when right of first refusal or first offer applies to future transfers

What schedules should be included in a Share Subscription Agreement?

1. Share Capital Structure: Details of company's share capital before and after subscription

2. Subscription Form: Official form for share subscription under Swiss law

3. Board Resolution: Copy of board resolution approving share issuance

4. Shareholders' Resolution: Copy of shareholders' resolution approving capital increase if required

5. Payment Instructions: Bank account details and payment procedures

6. Articles of Association: Current articles and proposed amendments if required

7. KYC Requirements: Required documentation for anti-money laundering compliance

8. Closing Checklist: List of actions and documents required for closing

9. Form of Share Certificate: Template of share certificate if physical certificates are issued

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Professional Services

Energy

Telecommunications

Consumer Goods

Infrastructure

Biotechnology

Private Equity

Venture Capital

Family Offices

Relevant Teams

Legal

Finance

Corporate Development

Executive Management

Board of Directors

Compliance

Corporate Secretariat

Investment

Treasury

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Finance Director

Corporate Development Manager

Investment Manager

Compliance Officer

Board Member

Managing Director

Partner (Investment Firm)

Transaction Manager

Chief Legal Officer

Company Secretary

Private Equity Manager

Venture Capital Manager

Industries
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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