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Convertible Equity Agreement Template for Switzerland

A Swiss law-governed Convertible Equity Agreement is a sophisticated investment instrument that provides investors with the right to convert their investment into equity shares of the company under specified conditions. This agreement, structured under Swiss corporate and securities laws, typically includes detailed provisions on conversion triggers, valuation mechanisms, and investor rights. It serves as a bridge between debt and equity financing, offering flexibility to both the company and investors while ensuring compliance with Swiss regulatory requirements and market practices.

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What is a Convertible Equity Agreement?

The Convertible Equity Agreement is commonly used in the Swiss startup ecosystem as a flexible funding instrument for early-stage companies. It enables companies to raise capital without immediately setting a firm valuation, while providing investors with the potential upside of equity ownership. This document type is particularly relevant for startups seeking bridge financing or pre-Series A investment, where traditional equity rounds might be premature or impractical. The agreement must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, and typically includes provisions for conversion triggers (such as qualified financing rounds or exit events), valuation caps, discount rates, and investor rights. It serves as a critical tool in the Swiss venture capital landscape, balancing the interests of both companies and investors while maintaining legal certainty and enforceability.

What sections should be included in a Convertible Equity Agreement?

1. Parties: Identification of the company, the investor, and any other relevant parties

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including financial and technical terminology

4. Investment Amount: Details of the initial investment and payment terms

5. Conversion Rights: Core terms governing when and how the investment converts to equity

6. Conversion Price: Formula and mechanisms for determining the conversion price

7. Conversion Mechanics: Procedural requirements for executing the conversion

8. Company Representations and Warranties: Standard company warranties required under Swiss law

9. Investor Representations and Warranties: Confirmations regarding investor status and capacity

10. Information Rights: Investor's rights to receive company information and reports

11. Transfer Restrictions: Limitations on transfer of conversion rights

12. Confidentiality: Protection of confidential information

13. Notices: Communication requirements and contact details

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

15. General Provisions: Standard boilerplate clauses including amendments, assignment, and severability

What sections are optional to include in a Convertible Equity Agreement?

1. Pre-emptive Rights: Right of investor to participate in future funding rounds, included when negotiated

2. Anti-dilution Protection: Protection against dilution from future rounds at lower valuations

3. Board Observer Rights: Right to attend board meetings, typically for larger investments

4. Tag-Along Rights: Right to participate in sale of shares by other shareholders

5. Most Favored Nation: Protection ensuring investor gets best terms offered to other investors

6. Dividend Rights: Rights to dividends prior to conversion, if applicable

7. Regulatory Compliance: Additional provisions for regulated industries or larger investments

8. Exit Rights: Special rights in case of company sale or IPO

What schedules should be included in a Convertible Equity Agreement?

1. Schedule 1: Cap Table: Current capitalization table of the company

2. Schedule 2: Conversion Calculations: Detailed formulas and examples of conversion calculations

3. Schedule 3: Form of Conversion Notice: Template notice for exercising conversion rights

4. Schedule 4: Company Information: Key company details including registration number and address

5. Schedule 5: Shareholders' Agreement: Form of shareholders' agreement applicable post-conversion

6. Schedule 6: Articles of Association: Current articles of association and proposed amendments post-conversion

7. Schedule 7: Investment Certificate: Form of certificate evidencing the investment and conversion rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use

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