The Founders Stock Purchase Agreement is essential in Swiss company formations and early-stage corporate structuring. It is primarily used when establishing a new company or formalizing the shareholding arrangements of founding members in an existing company. The agreement ensures compliance with Swiss corporate law requirements, particularly the Swiss Code of Obligations, while documenting the terms of share purchases by founders. It covers crucial elements such as share pricing, vesting conditions, transfer restrictions, and founder commitments. This document is fundamental in establishing clear ownership rights and obligations, protecting both the company and founding shareholders, and creating a solid foundation for future corporate governance and potential investment rounds. The agreement typically works in conjunction with the Articles of Association and any Shareholders' Agreement, forming a comprehensive framework for corporate relationships and share ownership.
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1. Parties: Identification of the company and the founding purchaser(s)
2. Background: Context of the agreement, including company formation details and purpose of the stock purchase
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being purchased, including number, class, and nominal value
5. Purchase Price: Specification of purchase price per share and total consideration
6. Closing: Timing and mechanics of the share purchase transaction
7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share status, and corporate matters
8. Representations and Warranties of the Purchaser: Founder's confirmations regarding capacity, understanding, and compliance
9. Share Transfer Restrictions: Limitations on transfer of shares (Vinkulierung) and right of first refusal provisions
10. Vesting Provisions: Schedule and terms of share vesting, including any cliff period
11. Founder Commitments: Obligations of the founder including time commitment and non-competition
12. Termination: Circumstances under which the agreement can be terminated and consequences
13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Intellectual Property Assignment: Required when founders need to explicitly transfer pre-existing IP to the company
2. Tag-Along Rights: Include when founders want the right to join in sales by other shareholders
3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
4. Board Representation: Include when specific board representation rights are granted to founding shareholders
5. Reverse Vesting Provisions: Include when the company wants the right to repurchase shares if a founder leaves
6. Non-Disclosure Provisions: Include when confidentiality is not covered in a separate agreement
7. Special Shareholder Rights: Include when founders are granted specific voting or dividend rights
8. Registration Rights: Include when contemplating future public offering or listing
1. Schedule A - Share Details: Detailed information about the shares being purchased, including share numbers and certificate details
2. Schedule B - Vesting Schedule: Detailed timetable and terms of the vesting arrangement
3. Schedule C - Capitalization Table: Complete breakdown of company shareholding pre- and post-purchase
4. Schedule D - Company Information: Key company details including registration number, registered office, and board members
5. Appendix 1 - Form of Share Certificate: Template of the share certificate to be issued
6. Appendix 2 - Articles of Association: Current version of the company's articles of association
7. Appendix 3 - Board Resolution: Copy of board resolution approving the share issuance
8. Appendix 4 - Shareholders' Agreement: If applicable, reference copy of the shareholders' agreement
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