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Share Issue Agreement

Share Issue Agreement Template for Germany

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement under German law for my tech startup's Series A funding round planned for March 2025, where we're issuing 10,000 preferred shares to three venture capital investors, with specific anti-dilution and board representation rights."

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Document background
The Share Issue Agreement is a crucial document used in German corporate transactions when a company seeks to increase its share capital by issuing new shares to investors or existing shareholders. It serves as the primary legal instrument documenting the terms and conditions of the share issuance, ensuring compliance with German corporate law, particularly the Aktiengesetz (Stock Corporation Act) and relevant EU regulations. The agreement is typically used in contexts such as capital raising, employee stock ownership programs, or strategic investments. It must address specific German legal requirements including notarization requirements, commercial register filing obligations, and shareholder approval processes. The document includes detailed provisions regarding share pricing, payment terms, representations and warranties, and various corporate governance aspects specific to the German legal framework.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the share issue, including corporate approvals and existing share capital structure

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

4. Share Issue Details: Specific details of the shares being issued, including number, class, and nominal value

5. Subscription Price: Total subscription amount and price per share

6. Payment Terms: Terms and method of payment for the shares, including bank account details and payment timeline

7. Conditions Precedent: Conditions that must be satisfied before the share issue becomes effective

8. Completion: Process and requirements for completing the share issue, including documentation requirements

9. Company's Representations and Warranties: Legal statements and guarantees made by the issuing company

10. Subscriber's Representations and Warranties: Legal statements and guarantees made by the subscriber

11. Covenants: Ongoing obligations of both parties

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Optional section for including rights of minority shareholders to join in sale of shares - relevant when issued shares are part of a larger shareholder agreement

2. Drag-Along Rights: Optional section for majority shareholders to force minority shareholders to join in sale - relevant when issued shares are part of a larger shareholder agreement

3. Anti-Dilution Protection: Optional protection against future dilution of shareholding - relevant for strategic investors

4. Pre-emptive Rights: Optional rights for existing shareholders to maintain their percentage ownership in future share issues

5. Share Transfer Restrictions: Optional restrictions on the transfer of issued shares - relevant for closely held companies

6. Management Rights: Optional provisions regarding management participation - relevant for strategic investors

7. Information Rights: Optional provisions regarding ongoing information access - relevant for significant investors

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure before and after the issue

2. Shareholder Resolution: Copy of the shareholder resolution approving the share issue

3. Board Resolution: Copy of the board resolution approving the share issue

4. Form of Share Certificate: Template of the share certificate to be issued

5. Disclosure Schedule: Detailed disclosures against the representations and warranties

6. Payment Schedule: If payment is in installments, detailed payment schedule

7. Shareholders' Agreement: If applicable, copy of the existing shareholders' agreement

8. Commercial Register Excerpts: Current commercial register excerpts (Handelsregisterauszug) of the company

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

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Infrastructure

Life Sciences

Media and Entertainment

Retail

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Corporate Governance

Investment

Treasury

Shareholder Relations

Board of Directors

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Investment Director

Corporate Finance Manager

Legal Counsel

Finance Director

Company Director

Board Member

Compliance Officer

Investment Manager

Corporate Development Manager

Shareholder Relations Manager

Financial Controller

Head of Corporate Finance

Managing Director

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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