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Equity Ownership Agreement Template for Switzerland

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Key Requirements PROMPT example:

Equity Ownership Agreement

"I need an Equity Ownership Agreement for the transfer of 25% shareholding in a Swiss tech startup from an angel investor to a venture capital firm, with tag-along rights for minority shareholders and completion scheduled for March 15, 2025."

Document background
The Equity Ownership Agreement is a crucial document used in Swiss corporate transactions to formalize and execute the transfer of company shares between parties. This document is essential when implementing share purchases, investments, or corporate restructuring under Swiss law. It must comply with the Swiss Code of Obligations and relevant corporate regulations, often requiring notarization for validity. The agreement comprehensively addresses all aspects of the share transfer, including detailed descriptions of the shares being transferred, purchase price mechanisms, representations and warranties, and completion procedures. It's particularly important in scenarios involving private companies, startup investments, or corporate group restructuring, where clear documentation of ownership changes is crucial for legal and tax purposes.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details

2. Background: Context of the agreement, including company details and purpose of the equity transfer

3. Definitions: Defined terms used throughout the agreement

4. Share Capital and Ownership Structure: Details of the company's share capital, classes of shares, and current ownership structure

5. Transfer of Shares: Terms and conditions of the share transfer, including price, payment terms, and execution process

6. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the shares being transferred

7. Conditions Precedent: Prerequisites that must be satisfied before the transfer becomes effective

8. Completion Mechanics: Detailed process for executing the transfer, including timing and required actions

9. Post-Completion Obligations: Actions required after the transfer is completed

10. Shareholder Rights and Obligations: Rights and duties associated with share ownership

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 legal provisions including severability, entire agreement, and amendments

Optional Sections

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

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

3. Pre-emptive Rights: Include when existing shareholders should have priority rights to purchase new share issues

4. Right of First Refusal: Include when existing shareholders should have priority rights to purchase shares being sold

5. Board Representation: Include when the transfer affects board composition rights

6. Dividend Policy: Include when specific dividend arrangements need to be agreed

7. Non-Competition: Include when selling shareholders need to be restricted from competing

8. Dispute Resolution: Include when parties prefer arbitration or specific dispute resolution procedures

9. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed

Suggested Schedules

1. Share Details: Detailed description of shares being transferred, including share certificates numbers and share classes

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

3. Shareholders' Register: Current and post-completion shareholders' register entries

4. Completion Checklist: List of all documents and actions required for completion

5. Form of Transfer Deed: Template for the share transfer deed required under Swiss law

6. Existing Shareholders' Agreement: Copy or relevant excerpts of any existing shareholders' agreement

7. Board Resolutions: Required board resolutions approving the transfer

8. Financial Statements: Recent financial statements of the company

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













































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Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Transportation and Logistics

Life Sciences

Consumer Goods

Media and Entertainment

Construction

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Treasury

Corporate Secretariat

Business Development

Investment

Risk Management

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Corporate Lawyer

M&A Director

Business Development Director

Finance Director

Compliance Officer

Board Member

Managing Director

Chief Legal Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

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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