Contract For Equity In A Company

Contract For Equity In A Company Template for Switzerland

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Key Requirements PROMPT example:

"I need a Contract for Equity in a Company under Swiss law for the purchase of 25% shareholding in a technology startup, with immediate cash payment and standard representations and warranties, closing planned for March 2025."

Document background

The Contract for Equity in a Company is a fundamental document used in Swiss corporate transactions when transferring ownership stakes in a company. This agreement is essential for both startup investments and established company transactions, structured in accordance with the Swiss Code of Obligations and related corporate regulations. It's typically employed when investors are acquiring shares, during corporate restructuring, or in employee participation programs. The document must address specific Swiss legal requirements regarding share transfers, including commercial register notifications, stamp duty considerations, and corporate approval processes. The agreement can be adapted for various transaction sizes, from small private company transfers to larger corporate deals, and includes provisions for both immediate and deferred consideration structures.

Suggested Sections

1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred

2. Background: Context of the transaction, including current ownership structure and purpose of the transfer

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Transfer: Details of the shares/equity being transferred, including number, class, and nominal value

5. Purchase Price: Consideration for the transfer, payment terms, and payment mechanism

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

7. Representations and Warranties: Standard representations regarding share ownership, authority to transfer, and company status

8. Taxes and Costs: Allocation of transfer taxes, stamp duties, and transaction costs

9. Notices: Communication procedures between parties

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

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection in case of future sales

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

3. Non-Competition: Include when the transferor should be restricted from competing post-transfer

4. Shareholders' Agreement Integration: Include when the transfer requires adherence to an existing shareholders' agreement

5. Board Composition: Include when the transfer affects board representation rights

6. Earnout Provisions: Include when part of the purchase price is contingent on future performance

7. Pre-emptive Rights: Include when existing shareholders should have priority rights for future share issues

Suggested Schedules

1. Share Certificate Details: Copies or details of share certificates being transferred

2. Company Information: Extract from commercial register and key company details

3. Calculation of Purchase Price: Detailed breakdown of valuation and price calculation if complex

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

5. Form of Transfer Deed: Standard Swiss law share transfer form (Abtretungserklärung)

6. Shareholders' Agreement: Copy of existing shareholders' agreement if relevant

7. Corporate Approvals: Board and shareholder resolutions approving the transfer

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Media and Entertainment

Life Sciences

Consumer Goods

Industrial

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Corporate Secretariat

Treasury

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Company Secretary

Corporate Development Manager

Investment Banker

Private Equity Manager

Venture Capital Associate

M&A Director

Legal Counsel

Finance Director

Board Member

Managing Director

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