Shares Subscription Agreement

Shares Subscription Agreement Template for Denmark

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Document background

The Shares Subscription Agreement is a crucial document used when a company issues new shares to investors under Danish law. It serves as the primary legal instrument for documenting share capital increases and establishing the relationship between the issuing company and new shareholders. This agreement is particularly relevant in various scenarios including startup funding rounds, private placements, and corporate restructuring. The document must comply with Danish corporate law requirements, especially the Danish Companies Act (Selskabsloven), and typically includes detailed provisions about share pricing, payment terms, representations and warranties, and closing conditions. A well-structured Shares Subscription Agreement is essential for protecting both the company's and investors' interests while ensuring regulatory compliance in the Danish legal framework.

Suggested Sections

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

2. Background: Context of the share subscription, including corporate approvals and capital increase decisions

3. Definitions: Key terms used throughout the agreement

4. Subscription: Details of shares being subscribed, including number, class, and nominal value

5. Subscription Price: Total price and price per share

6. Payment Terms: Timing and method of payment for the subscribed shares

7. Closing Conditions: Conditions precedent to the completion of the subscription

8. Closing: Process and documentation for completing the subscription

9. Representations and Warranties: Standard declarations by both the company and subscriber

10. Confidentiality: Obligations regarding confidential information

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction

13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are granted right to join in share transfers

2. Drag-Along Rights: Include when majority shareholders can force minorities to join in a sale

3. Anti-Dilution Protection: Include for protecting investors against future dilutive share issues

4. Board Representation: Include when subscriber is granted board representation rights

5. Information Rights: Include when subscriber is granted specific information access rights

6. Lock-up Period: Include when shares are subject to transfer restrictions

7. Pre-emptive Rights: Include when granting rights to participate in future share issues

8. Regulatory Compliance: Include when specific regulatory requirements apply (e.g., financial institutions)

Suggested Schedules

1. Corporate Authorization: Board and shareholder resolutions approving the share issuance

2. Subscription Form: Formal share subscription form meeting Danish legal requirements

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

4. Shareholders' Agreement: Existing shareholders' agreement, if relevant

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

6. Due Diligence Findings: Summary of key due diligence findings, if applicable

7. Disclosure Letter: Exceptions to representations and warranties

8. KYC Documentation: Required documentation for anti-money laundering compliance

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Shares Subscription Agreement Template for Denmark

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