The Startup Shareholder Agreement is a fundamental document for Swiss startups, typically implemented during company formation or upon receiving initial investment. It serves as the cornerstone agreement governing relationships between shareholders in accordance with Swiss law, particularly the Swiss Code of Obligations. This document becomes essential when a startup moves beyond the founding team to include external investors, or when establishing formal governance structures. The agreement typically includes provisions for share transfers, voting rights, board composition, anti-dilution protection, and exit mechanisms. It's particularly crucial for protecting both majority and minority shareholder interests while providing flexibility for future funding rounds and potential exits.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Share Capital and Shareholdings: Details of the company's share capital structure and current shareholdings
5. Shareholders' Commitments: Key obligations and commitments of shareholders, including capital contributions and participation
6. Corporate Governance: Rules regarding board composition, appointment rights, and decision-making processes
7. General Meeting: Procedures and rules for shareholder meetings and voting rights
8. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal
9. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and facilitating company sale
10. Anti-Dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Founder Vesting: Vesting schedule for founder shares, used when founders need incentives to remain with the company
2. Intellectual Property Rights: Special provisions for IP ownership and transfer, particularly relevant for technology startups
3. Employee Share Option Plan (ESOP): Framework for employee share ownership, included when the company plans to offer equity to employees
4. Dead Lock Resolution: Specific procedures for resolving shareholder disputes, important for 50/50 ownership structures
5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
6. Preference Shares: Special rights and preferences for different share classes, needed when there are preferred shareholders
7. Board Advisory Rights: Rights of shareholders to appoint board observers or advisors
8. Information Rights: Detailed provisions about financial reporting and information access for specific shareholder classes
1. Schedule 1: Cap Table: Detailed breakdown of shareholdings and share classes
2. Schedule 2: Business Plan: Current business plan and financial projections
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4: Share Transfer Deed: Template for share transfer documentation
5. Schedule 5: Articles of Association: Copy of the current Articles of Association
6. Schedule 6: Board Regulations: Detailed procedures for board operations and decision-making
7. Schedule 7: Founder Service Agreements: Key terms of founder employment or service contracts
8. Schedule 8: Adherence Deed: Template for new shareholders to join the agreement
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