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Company Share Agreement Template for Switzerland

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Key Requirements PROMPT example:

Company Share Agreement

"I need a Company Share Agreement for the sale of 30% of shares in our Swiss tech startup to a venture capital investor, including specific provisions for board representation and anti-dilution protection."

Document background
The Company Share Agreement is a crucial document used in Swiss corporate transactions to formalize and regulate the transfer of company shares between parties. It is essential when implementing ownership changes, investment rounds, or corporate restructuring under Swiss law. The agreement must comply with the Swiss Code of Obligations and other relevant corporate regulations, making it particularly important to include specific provisions required by Swiss law. The document typically covers detailed terms of the share transfer, shareholder rights and obligations, corporate governance arrangements, and various protection mechanisms for both majority and minority shareholders. It's commonly used in situations ranging from simple share transfers to complex corporate reorganizations, and can be adapted to accommodate different company sizes and types, from small private firms to large corporations.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new shareholders

2. Background: Context of the transaction, company information, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of the completion process, timing, and deliverables

6. Representations and Warranties: Statements of fact and assurances from both seller and purchaser

7. Covenants: Ongoing obligations of the parties post-completion

8. Transfer Restrictions: Limitations on future share transfers and required procedures

9. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges

10. Corporate Governance: Board composition, management structure, and decision-making processes

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

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

Optional Sections

1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in sale of shares by majority shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale

3. Pre-emptive Rights: Right of existing shareholders to purchase new share issues before third parties

4. Share Classes: Specific provisions for different share classes if the company has multiple share types

5. Non-Competition: Restrictions on competitive activities by selling shareholders

6. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks

7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

8. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future share issues

9. Information Rights: Special rights regarding access to company information and records

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of company's share capital and shareholding pattern

2. Completion Deliverables: List of all documents and actions required at completion

3. Company Information: Key details about the company including registration information and directors

4. Warranties: Detailed warranties given by the parties

5. Board Regulations: Detailed procedures for board operations and decision-making

6. Deed of Adherence: Template for future shareholders to join the agreement

7. Share Transfer Form: Template for executing share transfers

8. Articles of Association: Current articles of association of the company

9. Shareholders' Resolution: Required shareholder resolutions approving the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































Clauses







































Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Consumer Goods

Industrial

Agriculture

Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Investment

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Corporate Development Manager

Mergers & Acquisitions Director

Board Member

Managing Director

Shareholder Relations Manager

Compliance Officer

Financial Controller

Business Development Director

Corporate Governance Officer

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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