Share Contribution Agreement

Share Contribution Agreement Template for Denmark

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Document background

The Share Contribution Agreement is a crucial document used in Danish corporate transactions where one party (the contributor) transfers shares to another company in exchange for consideration, usually in the form of new shares issued by the receiving company. This type of agreement is commonly used in corporate restructurings, group reorganizations, and investment transactions under Danish law. The document must comply with the Danish Companies Act (Selskabsloven) and related regulations, including requirements for proper valuation, corporate approvals, and documentation. It typically includes detailed provisions on the shares being contributed, valuation methods, warranties about the shares' ownership and condition, tax implications, and completion mechanics. The agreement is particularly important for ensuring proper documentation of the transaction for corporate, tax, and regulatory purposes.

Suggested Sections

1. Parties: Identification of the contributor(s) and the receiving company, including registration details

2. Background: Context of the transaction, including the purpose of the share contribution

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

4. Subject Matter of Contribution: Description of the shares being contributed, including number, class, and nominal value

5. Valuation: Agreed value of the contributed shares and valuation methodology

6. Consideration: Details of what the contributor receives in exchange (e.g., new shares, combination of shares and cash)

7. Conditions Precedent: Conditions that must be satisfied before the contribution can be completed

8. Completion: Mechanics and timing of the completion of the contribution

9. Representations and Warranties: Standard representations and warranties from both parties

10. Contributor's Covenants: Specific undertakings by the contributor regarding the contributed shares

11. Company's Covenants: Undertakings by the receiving company

12. Tax Provisions: Treatment of tax matters related to the contribution

13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Competition and Non-Solicitation: Required when the contributor needs to be restricted from competing or soliciting employees/customers

2. Earn-out Provisions: Included when part of the consideration is contingent on future performance

3. Board Representation: Needed when the contributor is to receive board representation rights

4. Tag-Along and Drag-Along Rights: Included when specific share transfer rights are to be granted

5. Employee Matters: Required when the contribution affects employment relationships

6. Intellectual Property Rights: Needed when IP rights are associated with the contributed shares

7. Environmental Matters: Required for contributions involving companies with environmental exposures

8. Foreign Investment Provisions: Included when the transaction involves foreign investment regulations

Suggested Schedules

1. Share Details: Detailed description of the shares being contributed, including share certificates

2. Valuation Report: Independent valuation report of the contributed shares

3. Completion Requirements: Checklist of documents and actions required for completion

4. Corporate Authorizations: Copies of relevant board and shareholder resolutions

5. Disclosure Letter: Disclosures against the warranties

6. New Articles of Association: Updated articles reflecting the share contribution

7. Shareholders' Agreement: New or amended shareholders' agreement if applicable

8. Due Diligence Reports: Summary of due diligence findings if relevant

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