The Subscription And Shareholders Agreement is a fundamental document in Swiss corporate transactions, particularly used when new investors are joining a company while simultaneously establishing the framework for ongoing shareholder relationships. This agreement type is essential for private equity investments, venture capital funding rounds, and corporate restructurings under Swiss law. It combines elements of both investment documentation and shareholder arrangements, covering crucial aspects such as share subscription mechanics, payment terms, warranties, corporate governance, share transfer restrictions, and exit provisions. The document must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, while often incorporating international best practices for investor protection and corporate governance. It's typically used in private company contexts where shareholders wish to establish clear rights, obligations, and procedures beyond those provided by default in the articles of association.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all 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
4. Subscription for Shares: Details of share subscription, including number, class, and price of shares
5. Completion: Conditions precedent, completion mechanics, and payment terms
6. Warranties and Representations: Warranties from the company, existing shareholders, and new subscribers
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholders' Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Share Transfer Restrictions: Limitations on share transfers, pre-emptive rights, and right of first refusal
10. Exit Provisions: Tag-along, drag-along rights, and IPO provisions
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Term and Termination: Duration of the agreement and termination events
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, used in venture capital investments
2. Intellectual Property Rights: IP ownership and licenses, important for technology companies
3. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically for founder-shareholders
4. Management Provisions: Detailed management structure and responsibilities, for companies with complex management requirements
5. Preference Rights: Special rights for preferred shareholders, used when different share classes exist
6. Dead Lock Resolution: Mechanisms to resolve shareholder disputes, important for 50/50 joint ventures
7. Put and Call Options: Rights to force purchase/sale of shares in specific circumstances
1. Share Capital Structure: Detailed breakdown of share capital, shareholder information, and shareholding percentages
2. Subscription Details: Detailed terms of share subscription including payment instructions
3. Company Information: Key company details including registration number, registered office, and directors
4. Warranties: Comprehensive list of warranties given by the parties
5. Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Business Plan: Company's business plan and financial projections
8. Articles of Association: Current or proposed articles of association of the company
Find the exact document you need
Ppm Subscription Agreement
A Swiss law-governed agreement establishing terms for discretionary portfolio management services between an investment manager and client, compliant with FinSA regulations.
Download
Private Equity Fund Subscription Agreement
A Swiss law-governed agreement documenting an investor's subscription to a private equity fund, including investment terms and regulatory compliance requirements.
Download
Membership Subscription Agreement
Swiss law-governed agreement establishing terms and conditions for subscription-based membership services, including rights, obligations, and compliance requirements.
Download
Subscription Agreement Private Placement
A Swiss law-governed agreement for private securities subscription, compliant with FinSA/FIDLEG regulations, used in non-public offerings.
Download
Note Subscription Agreement
A Swiss law-governed agreement setting out terms for the subscription and issuance of notes between an issuer and subscriber(s), compliant with Swiss financial regulations.
Download
Subscription And Shareholders Agreement
A Swiss law-governed agreement combining share subscription terms with ongoing shareholder rights and obligations, typically used for new investments and corporate restructuring.
Download
Shareholder Subscription Agreement
A Swiss law agreement governing the terms and conditions for new share subscriptions in a Swiss company, including share details, price, and parties' rights and obligations.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it