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Founder Stock Purchase Agreement

Founder Stock Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Founder Stock Purchase Agreement

"I need a Founder Stock Purchase Agreement for my Swiss biotech startup with three co-founders, where I want to include a 4-year vesting schedule with a one-year cliff, and special provisions for intellectual property rights assignment."

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Document background
The Founder Stock Purchase Agreement is a crucial document used during company formation or early-stage operations in Switzerland, establishing the legal framework for founders' ownership in their company. This agreement is essential when founders are acquiring their initial stake in the company or formalizing their share ownership structure. It details critical aspects such as share pricing, vesting schedules, transfer restrictions, and shareholder rights, all while ensuring compliance with Swiss corporate law requirements. The document serves as a foundation for the company's capitalization and governance structure, protecting both the company's and founders' interests through clear terms and conditions. It's particularly important in contexts where future investment rounds are anticipated, as it establishes clean title to shares and clear ownership records.
Suggested Sections

1. Parties: Identification of the company and the founding shareholders

2. Background: Context of the agreement, including company formation and purpose of the share purchase

3. Definitions: Key terms used throughout the agreement

4. Share Purchase: Details of shares being purchased, including number, class, and nominal value

5. Purchase Price: Specification of purchase price per share and payment terms

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

7. Representations and Warranties of the Founder: Founder's confirmations regarding capacity, ownership, and compliance

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

9. Transfer Restrictions: Limitations on share transfers and required procedures

10. Shareholders' Rights: Voting rights, dividend rights, and other shareholder privileges

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. General Provisions: Standard clauses including amendments, severability, and governing law

14. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction

Optional Sections

1. Vesting Provisions: Include when shares are subject to vesting schedule

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

3. Tag-Along Rights: Include to protect minority shareholders in case of sale

4. Drag-Along Rights: Include to enable majority shareholders to force minority participation in a sale

5. Non-Competition and Non-Solicitation: Include when founders should be restricted from competing activities

6. Intellectual Property Assignment: Include when IP rights need to be explicitly transferred to the company

7. Board Representation: Include when specific board representation rights are granted

8. Information Rights: Include when specific information access rights are granted

9. Bad Leaver Provisions: Include when consequences for misconduct or early departure need to be specified

Suggested Schedules

1. Schedule 1: Share Details: Detailed information about share classes, numbers, and nominal values

2. Schedule 2: Capitalization Table: Complete overview of company shareholding pre and post-transaction

3. Schedule 3: Vesting Schedule: If applicable, detailed vesting terms and timeline

4. Schedule 4: Company Information: Key company details including registration number, registered office

5. Schedule 5: Deed of Adherence: Form for future shareholders to join the agreement

6. Appendix A: Board Resolution: Corporate approval of the share issuance

7. Appendix B: Shareholders' Resolution: If required, shareholders' approval of the transaction

8. Appendix C: Share Certificates: Forms of share certificates to be issued

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

E-commerce

Biotechnology

Professional Services

Real Estate

Consumer Goods

Software Development

Clean Technology

Education Technology

Digital Media

Telecommunications

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Compliance

Corporate Secretary Office

Board of Directors

Administrative

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Founder

Co-Founder

Corporate Lawyer

Legal Counsel

Company Secretary

Board Member

Director of Operations

Chief Legal Officer

Investment Manager

Startup Advisor

Corporate Governance Officer

Compliance Officer

General Counsel

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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