Equity Contribution Agreement

Equity Contribution Agreement Template for Switzerland

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Key Requirements PROMPT example:

"I need an Equity Contribution Agreement under Swiss law for a Series B investment round where three venture capital firms will collectively invest CHF 15 million in my fintech startup, with the transaction expected to close by March 2025 - please include anti-dilution protection and pre-emptive rights."

Document background

An Equity Contribution Agreement is essential in Swiss corporate transactions where new capital is being invested into a company in exchange for equity shares. This document is typically used in various scenarios including startup funding rounds, corporate restructurings, or strategic investments. The agreement must comply with Swiss corporate law requirements, particularly regarding share capital increases and transfer restrictions under the Swiss Code of Obligations. It details the nature and value of the contribution, whether in cash or kind, the number and type of shares to be issued, and any specific rights attached to them. The document also addresses Swiss-specific considerations such as stamp duty implications and notarization requirements where applicable. The Equity Contribution Agreement often forms part of a larger transaction documentation suite and may need to be coordinated with existing shareholders' agreements or articles of association.

Suggested Sections

1. Parties: Identification of the contributing party (investor), receiving party (company), and any other relevant parties

2. Background: Context of the transaction, including current capital structure and purpose of the contribution

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Equity Contribution: Details of the contribution amount, form (cash, assets, etc.), and resulting equity stake

5. Issuance of Shares: Specifics of shares to be issued, including class, nominal value, and rights attached

6. Payment Terms: Timing and mechanics of the contribution payment or asset transfer

7. Representations and Warranties: Key representations by both parties regarding authority, ownership, and compliance

8. Covenants: Ongoing obligations of the parties, including corporate approvals and regulatory filings

9. Closing Mechanics: Detailed process for completing the contribution and share issuance

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

11. Confidentiality: Provisions regarding confidential treatment of transaction information

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

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

Optional Sections

1. Conditions Precedent: Used when completion of the contribution is subject to certain conditions such as regulatory approvals or third-party consents

2. Anti-dilution Protection: Include when the investor requires protection against future dilutive share issuances

3. Board Representation: Required if the contribution comes with rights to appoint board members

4. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale

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

6. Pre-emptive Rights: Include when existing shareholders should have priority rights in future share issuances

7. Registration Rights: Necessary if parties anticipate a future IPO and want to secure registration rights

8. Non-Competition and Non-Solicitation: Include when the contribution involves strategic investors who could be potential competitors

Suggested Schedules

1. Schedule 1 - Company Information: Detailed corporate information including existing share capital structure

2. Schedule 2 - Contribution Details: Detailed description of cash amount or assets being contributed

3. Schedule 3 - Warranties: Comprehensive list of company and contributor warranties

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

5. Schedule 5 - Form of Board Resolution: Template for required corporate approvals

6. Schedule 6 - Shareholders' Resolution: Form of shareholders' resolution approving the capital increase

7. Schedule 7 - Articles of Association: Updated articles reflecting the new capital structure

8. Appendix A - Deed of Adherence: Form for the contributor to accede to any existing shareholders' agreement

9. Appendix B - Share Certificate Template: Form of share certificates to be issued (if applicable)

10. Appendix C - Payment Instructions: Bank account and payment details for the contribution

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

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Chief Executive Officer

Chief Financial Officer

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General Counsel

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Investment Director

Private Equity Manager

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M&A Director

Corporate Development Manager

Financial Controller

Head of Treasury

Tax Director

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Board Member

Managing Director

Investment Manager

Corporate Finance Manager

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Company Secretary

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