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Share Allotment Agreement Template for Switzerland

A Share Allotment Agreement is a formal legal document used under Swiss law to document and execute the issuance of new shares in a company to specified subscribers. The agreement details the terms and conditions of the share allotment, including the number and class of shares, consideration payable, and the rights and obligations of both the issuing company and the subscriber(s). This document is governed by Swiss law, particularly the Swiss Code of Obligations, and must comply with Swiss corporate law requirements regarding share capital increases and share issuance procedures.

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What is a Share Allotment Agreement?

The Share Allotment Agreement is a crucial document in Swiss corporate practice, used when a company issues new shares to investors or existing shareholders. This agreement is particularly important in contexts such as capital raises, employee share schemes, or strategic investments. The document must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations (CO) Articles 620-763, governing share issuance and capital increases. The Share Allotment Agreement typically includes detailed provisions about the number and type of shares being issued, payment terms, conditions precedent, and various representations and warranties. It serves as the primary legal instrument documenting the share subscription and allotment process, ensuring all regulatory requirements are met and protecting the interests of both the issuing company and the share subscribers.

What sections should be included in a Share Allotment Agreement?

1. Parties: Identification of the company issuing shares and the subscriber(s)

2. Background: Context of the share allotment, including corporate approvals and capital structure

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

4. Subscription and Allotment: Details of shares being allotted, including number, class, and nominal value

5. Consideration: Payment terms, amount, and method of payment for the shares

6. Conditions Precedent: Conditions that must be satisfied before the allotment becomes effective

7. Completion: Process and timing for completing the share allotment

8. Representations and Warranties: Standard representations by both the company and the subscriber

9. Undertakings: Ongoing obligations of the parties

10. Notices: Process for formal communications between parties

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

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Share Allotment Agreement?

1. Tag-Along Rights: Include when existing shareholders are granted the right to join in the sale of shares

2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in the sale

3. Pre-emption Rights: Include when existing shareholders are given priority rights for future share issues

4. Share Transfer Restrictions: Include when there are specific limitations on the transfer of allotted shares

5. Board Appointment Rights: Include when the share allotment grants rights to appoint board members

6. Anti-dilution Provisions: Include when protecting against future dilution of shareholding

7. Dividend Rights: Include when specific dividend rights attach to the allotted shares

8. Confidentiality: Include when specific confidentiality obligations are required beyond standard provisions

What schedules should be included in a Share Allotment Agreement?

1. Share Details: Detailed specification of shares being allotted, including class rights and restrictions

2. Form of Share Certificate: Template of the share certificate to be issued

3. Corporate Authorizations: Copies of board and shareholder resolutions approving the allotment

4. Payment Details: Bank account and payment instruction details

5. Warranties: Detailed warranties given by the company and/or subscriber

6. Articles of Association: Current articles of association of the company

7. Shareholders' Agreement: Reference copy or relevant excerpts of any existing shareholders' agreement

8. KYC Documentation: Required know-your-customer documentation for the subscriber

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

Cost

Free to use

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