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A Subscription Agreement forms the legal backbone when investors buy shares or other securities in Swiss companies. It spells out the key terms of the investment, including the price per share, number of shares, and important rights and obligations between the company and its new investors.

Under Swiss law, these agreements play a crucial role in both private and public offerings, helping companies raise capital while protecting all parties involved. The document typically includes investor representations, payment terms, and specific conditions that must be met before the deal closes. For startups and established firms alike, it serves as essential proof of the investment transaction and helps ensure compliance with Swiss financial regulations.

Use a Subscription Agreement when raising capital through share offerings in Switzerland, particularly during funding rounds for startups, private placements, or new security issuances. This document becomes essential once you've identified investors and need to formalize the terms of their investment.

The agreement proves especially valuable when dealing with multiple investors or complex investment structures. It helps meet Swiss financial market regulations, protects both parties' interests, and creates clear documentation for future reference. Many Swiss companies prepare these agreements during Series A funding, convertible note offerings, or when bringing strategic investors on board.

• Shareholder Subscription Agreement: Basic form used for direct company-to-investor share sales, outlining core investment terms and shareholder rights
• Subscription Agreement Private Placement: Specialized version for private offerings to qualified investors under Swiss law
• Subscription And Shareholders Agreement: Combined document that includes both investment terms and ongoing shareholder relationships
• Private Equity Fund Subscription Agreement: Tailored for PE fund investments with specific fund participation terms
• Ppm Subscription Agreement: Accompanies private placement memorandums for larger, structured offerings

• Companies & Startups: Issue shares and securities, set investment terms, and manage the capital raising process through Subscription Agreements
• Investors: Individual or institutional buyers who commit capital and become shareholders through these agreements
• Corporate Lawyers: Draft and review agreements to ensure compliance with Swiss securities laws and protect client interests
• Board Members: Review and approve subscription terms as part of their corporate governance duties
• Investment Banks: Often coordinate larger offerings and help structure subscription terms for their clients
• Compliance Officers: Ensure agreements meet Swiss financial market regulations and internal policies

• Company Details: Gather current articles of association, share capital structure, and shareholder registry
• Investment Terms: Define share price, number of shares, payment terms, and any special rights or restrictions
• Investor Information: Collect full legal names, addresses, and verification documents as required by Swiss law
• Corporate Approvals: Secure necessary board and shareholder resolutions authorizing the share issuance
• Compliance Check: Review Swiss financial market regulations applicable to your specific offering type
• Document Generation: Use our platform to create a legally-sound agreement that includes all required elements
• Final Review: Verify all terms match the approved investment parameters and corporate documentation

• Parties & Details: Full legal names, addresses, and registration numbers of company and investors
• Share Information: Precise description of securities, quantity, price per share, and total investment amount
• Payment Terms: Clear payment schedule, bank details, and consequences of non-payment
• Representations: Investor qualifications and company warranties under Swiss securities law
• Conditions: Prerequisites for closing, including regulatory approvals and corporate authorizations
• Transfer Restrictions: Limitations on share transfers and applicable Swiss law requirements
• Governing Law: Explicit choice of Swiss law and jurisdiction for dispute resolution
• Signature Block: Proper execution format meeting Swiss formal requirements

A Subscription Agreement is often confused with a Buy-Sell Agreement, but they serve distinctly different purposes in Swiss corporate law. While both deal with share ownership, their timing and objectives differ significantly.

• Primary Purpose: Subscription Agreements facilitate new share issuance and initial investment, while Buy-Sell Agreements govern existing share transfers between shareholders
• Timing of Use: Subscription Agreements are used during capital raising or company formation; Buy-Sell Agreements come into play for ownership changes among existing shareholders
• Party Structure: Subscription Agreements involve the company and new investors; Buy-Sell Agreements operate between current shareholders
• Legal Requirements: Subscription Agreements must comply with Swiss securities regulations for new share issuance; Buy-Sell Agreements focus on transfer restrictions and valuation methods
• Documentation Needs: Subscription Agreements require current corporate documents and regulatory filings; Buy-Sell Agreements typically need existing shareholder information and valuation mechanisms