Stock Subscription Agreement for Germany

Stock Subscription Agreement Template for Germany

A comprehensive legal agreement governed by German law that documents the terms and conditions under which an investor subscribes to new shares issued by a company. The document complies with German corporate law requirements, particularly the Aktiengesetz (AktG) for stock corporations, and addresses key aspects such as share price, payment terms, representations and warranties, and closing conditions. It includes necessary provisions for regulatory compliance, shareholder rights, and corporate governance requirements specific to the German jurisdiction.

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What is a Stock Subscription Agreement?

The Stock Subscription Agreement is a crucial document used in German corporate transactions when a company seeks to issue new shares to investors. It serves as the primary legal instrument documenting the terms and conditions of share subscription, ensuring compliance with German corporate law requirements, particularly the Aktiengesetz (AktG) and related regulations. This document is essential for both private and public companies raising capital, whether through initial investment rounds or subsequent financing. The agreement typically includes detailed provisions on share valuation, payment mechanisms, representations and warranties, and various corporate governance aspects specific to German jurisdiction. It must be carefully structured to account for German legal requirements regarding share issuance, notarization requirements, and commercial register filing obligations.

What sections should be included in a Stock Subscription Agreement?

1. Parties: Identification of the company issuing shares and the subscriber(s), including full legal names and addresses

2. Background: Context of the share subscription, including corporate resolutions authorizing the share issuance

3. Definitions: Key terms used throughout the agreement, including specific German legal terminology

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

5. Subscription Price: Total consideration and price per share, including payment terms and bank account details

6. Closing Conditions: Prerequisites for completing the subscription, including regulatory approvals if required

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

8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, funds origin, and investment understanding

9. Closing: Mechanics and timing of the subscription completion

10. Notices: Communication procedures between parties

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

12. Governing Law and Jurisdiction: Specification of German law application and competent courts

13. Miscellaneous: Standard provisions including severability, amendments, and counterparts

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

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

2. Drag-Along Rights: Include when majority shareholders can force minorities to join in share sales

3. Anti-Dilution Protection: Include for protection against future share issuances at lower valuations

4. Multiple Closing Mechanics: Include when subscription will occur in multiple tranches

5. Pre-emptive Rights: Include when subscribers are granted rights in future share issuances

6. Board Representation: Include when subscriber is granted board nomination rights

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

8. Share Transfer Restrictions: Include when specific limitations on share transfers are required

What schedules should be included in a Stock Subscription Agreement?

1. Corporate Resolutions: Copies of board and shareholder resolutions authorizing the share issuance

2. Subscription Form: Formal share subscription form complying with German law requirements

3. Articles of Association: Current version of the company's articles of association

4. Capitalization Table: Pre- and post-subscription share ownership structure

5. Payment Instructions: Detailed banking information for subscription payment

6. KYC Requirements: List of required documents for anti-money laundering compliance

7. Shareholders' Agreement: Existing shareholders' agreement, if relevant to subscription

8. Commercial Register Excerpts: Recent company extract from German commercial register

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

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What is a Stock Subscription Agreement?

What sections should be included in a Stock Subscription Agreement?

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

What schedules should be included in a Stock Subscription Agreement?

Authors

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