Shareholder Agreement Template Switzerland

This AGREEMENT is concluded and entered into on that date ___ by and between [name of company], a [State] company whose registered office is at [address], and the natural and legal persons whose names and addresses are listed in Annex A and who have been part of it, all of whom are shareholders of the Company. Minority shareholders do not sit at the negotiating table and therefore have little influence. The majority shareholders will negotiate the best possible terms. Therefore, the labelling clause ensures that minorities have the opportunity to sell their shares on exactly the same terms as majority shareholders. (b) The Company employs shareholders and pays salaries to those shareholders as follows: This term refers to the fact that when a shareholder who wishes to sell all or part of his shares, other interest groups (i.e. .B. the Company and/or the other shareholders) are granted the right to initially acquire the shares available on the terms offered. As an investor, it is important to ensure that all founders accept safe and the right of conversion. Indeed, the company itself cannot guarantee the conversion of the capital of the debt, since the respective decision-making power is in principle the responsibility of the general meeting (unless the company already has an authorized capital). In addition, account should be taken of the fact that existing shareholders have a subscription right and must in principle waive it at the time of conversion.

Finally, it is recommended that the investor undertake to adhere to the existing shareholders` agreement when converting his investment into shares. By requiring the investor to adhere to the shareholders` agreement at the time of signing the SAFE, you can minimize further discussions. This is really important! If a predefined majority of shareholders wants to sell the company, the other shareholders are obliged to sell their shares on the same terms, even if they do not like it. Hence the name „drag-along”, also known as the „co-sale obligation”. PandaTip: This model shareholder agreement defines the conditions of interaction between the shareholders of the companies and what happens if one or more want to leave the company or if something happens that forces a shareholder to leave or close the company. It is normal for founders to have to (reverse) the acquisition of their shares. This protects every founder and every shareholder involved. Here is the reason: „The shares represented by this certificate are subject to a shareholders` agreement dated __ A purchase transaction may reasonably be required.

Well, what happens if the founder concerned leaves after a year? The founder would have contributed a year to the development. Would it still be fair for the company and/or other shareholders to be able to buy back all the shares of the outgoing founder? If not, how many shares should the outgoing founder be allowed to keep? Would that change if a founder left after two years? This is where acquisition comes in. (a) the Company will not do the following without the unanimous consent of all shareholders: the Company will have [number of directors] directors; and each shareholder, as long as he owns shares of the company, has the right to act as a director of the company or to appoint a responsible person to act as his candidate. PandaTip: This section ensures that shareholders have the same expectations about when they can withdraw money from the company and ensures that distributions do not harm the financial needs of the company. (b) Any purchaser of restricted shares transferred in accordance with the terms of this Agreement shall be deemed a shareholder and shall be bound by all provisions of this Agreement. Any alleged or attempted transfer of restricted shares that does not comply with the terms of this Agreement will be null and void and the alleged purchaser will not be considered a shareholder of the Company and will not be entitled to receive a share certificate, dividends or other distributions on or in respect of such restricted shares. For the purposes of this Shareholders` Agreement, any deemed transfer of shares resulting in the subjection of an option under paragraph 5 shall not be deemed consistent with the terms of this Agreement until after the expiry of that option. (b) In the event that shareholders agree to issue additional shares or securities convertible into shares, each of the shareholders shall have the right to acquire such securities offered in this manner at a later date in proportion to their respective interest in the Company at the time of such offer. 1.1 The shareholders are all shareholders of the Company, a company [STATE OF INCORPORATION] and are the sole directors and officers of the Company.

PandaTip: When creating this section, think about anything that would bother a shareholder if the stock were taken without having a say, perhaps taking certain types of business transactions, hiring, or other important actions. (iv) it is alleged that a shareholder`s shares are being transferred unintentionally, including, but not limited to, any alleged transfer by or as a result of bankruptcy, foreclosure, divorce, equitable distribution or legal transaction; or The shareholders` agreement is essential to avoid disputes between the different shareholders of a company. This Agreement is not governed by law. (b) If the Company or the Shareholders exercise an option or right to repurchase or purchase shares of a Shareholder under this Agreement, the Purchase Value will be paid by the Company immediately upon receipt of the proceeds of life insurance from a deceased shareholder held and payable to the Company. to the extent of these revenues. PandaTip: The distribution or resale of shares to third parties may involve a variety of legal requirements that this Agreement is not intended to fulfill, which is why this clause is important. PandaTip: Change according to the number of shareholders; sometimes there are only two. This is an important clause in order to be able to sell a business as conflict-free as possible. Selling a business or part of it can become very emotional, as there is usually a lot of money and consequences.

When things reach this level, you can`t expect shareholders to make rational or friendly decisions. (i) If a shareholder employed by the Company under paragraph 2 (a) terminates its employment relationship for any reason or reason, including, but not limited to, loss of a licence or certificate necessary for its management or disability for a period exceeding six (6) months; or (a) Whenever the Company or the Shareholders exercise an option or right to repurchase or purchase shares of a Shareholder under this Agreement, the Purchase Value will be paid to the Shareholder whose shares have been repurchased or purchased in cash within thirty (30) days of the Relevant Shareholder`s notification. THIS AGREEMENT, dated [DATE OF AGREEMENT], is between the following persons who constitute all current shareholders of [CORPORATION] („Company”): PandaTip: This may be a common problem for disputes between shareholders, each of whom believes the other is not working hard enough, is overpaid, etc. Using detailed employment contracts or placing these conditions here can help mitigate future conflicts. If there were no call option (see above), after dilution, 50% or anything else, the shareholder would leave the company without further contributing to the development. No investor wants this, because all the results of the efforts made would go to 50% to a party that no longer contributes to the success of the company, so there must be a way to buy back all these shares. What is a shareholders` agreement? A shareholders` agreement is a document involving several shareholders of a company that lists the results and specific actions taken when a shareholder leaves the company, whether voluntarily, involuntarily or when the company ceases operations. .

By | 2022-03-31T03:09:32+00:00 martie 31st, 2022|Fără categorie|