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Equity Agreement
I need an equity agreement for a startup co-founder who will receive 15% equity vesting over 4 years with a 1-year cliff, including provisions for dilution protection and a buyback option in case of departure.
What is an Equity Agreement?
An Equity Agreement outlines how ownership stakes are distributed among shareholders in a German company (Gesellschaft). It spells out each investor's rights, responsibilities, and financial interests in the business, following rules set by the German Stock Corporation Act (Aktiengesetz).
These agreements play a crucial role when companies raise capital, bring on new partners, or restructure ownership. They typically cover profit sharing, voting rights, and exit procedures while protecting minority shareholders - key requirements under German corporate law. For startups and established firms alike, a well-crafted Equity Agreement helps prevent future disputes by clearly documenting everyone's economic position.
When should you use an Equity Agreement?
Use an Equity Agreement when bringing new investors or shareholders into your German company, especially during funding rounds or ownership restructuring. This document becomes essential before finalizing any investment deal, issuing new shares, or changing the ownership structure of your GmbH or AG.
The timing matters most when negotiating with venture capitalists, planning employee stock options, or preparing for company expansion. German law requires clear documentation of ownership rights and responsibilities, so having this agreement in place before money changes hands protects everyone involved. It's particularly vital for startups seeking multiple funding rounds or established companies bringing in strategic partners.
What are the different types of Equity Agreement?
- Restricted Stock Award Agreement: Used for employee incentive programs, limiting stock transfer rights until specific conditions are met
- Equity Repurchase Agreement: Enables companies to buy back shares from departing shareholders under predetermined terms
- Standby Equity Purchase Agreement: Establishes future investment commitments, common in staged funding rounds
- Equity Pledge Agreement: Secures loans using company shares as collateral
- Equity Stake Agreement: Documents basic ownership rights and responsibilities for standard share purchases
Who should typically use an Equity Agreement?
- Company Founders: Initiate and sign Equity Agreements when establishing ownership structure or bringing in new investors
- Venture Capital Firms: Review and negotiate terms before investing, ensuring their investment rights are protected
- Corporate Lawyers: Draft and validate agreements to comply with German corporate law and AktG requirements
- Board Members: Approve and oversee equity distributions, particularly in AGs (public companies)
- Business Angels: Use these agreements when making early-stage investments in German startups
- Employee Shareholders: Receive equity as part of compensation packages, particularly in tech companies
How do you write an Equity Agreement?
- Company Details: Gather current shareholder register, articles of association, and company valuation
- Investment Terms: Document share price, number of shares, and any special rights or restrictions
- Shareholder Information: Collect identification details and tax numbers for all parties involved
- Voting Rights: Define decision-making powers and majority requirements under German law
- Exit Provisions: Specify procedures for share transfers, tag-along rights, and drag-along rights
- Documentation Review: Use our platform to generate a legally compliant agreement that meets German corporate requirements
- Signature Process: Prepare for notarization if required by German law
What should be included in an Equity Agreement?
- Party Identification: Full legal names and addresses of all shareholders and the company
- Share Details: Precise description of share class, quantity, and nominal value per BGB requirements
- Consideration: Clear statement of purchase price and payment terms
- Transfer Restrictions: Specific conditions for selling or transferring shares under German law
- Voting Rights: Detailed provisions for shareholder meetings and decision-making processes
- Dispute Resolution: German jurisdiction clause and arbitration procedures
- Exit Mechanisms: Tag-along and drag-along rights following German corporate standards
- Governing Law: Explicit reference to German law and relevant corporate regulations
What's the difference between an Equity Agreement and a Simple Agreement for Future Equity?
A key distinction exists between an Equity Agreement and a Simple Agreement for Future Equity (SAFE) in the German legal context. While both deal with company ownership, they serve different purposes and timing needs.
- Present vs. Future Rights: Equity Agreements establish immediate ownership rights and responsibilities, while SAFEs promise future equity based on specific triggering events
- Legal Complexity: Equity Agreements require full compliance with German corporate law and often need notarization, whereas SAFEs are simpler instruments commonly used in startup funding
- Valuation Requirements: Equity Agreements need a current company valuation, but SAFEs delay valuation until a future funding round
- Shareholder Rights: Equity Agreements grant immediate voting and dividend rights under German law, while SAFE holders must wait for conversion to receive these privileges
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