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Share Allocation Agreement Template for Germany

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Key Requirements PROMPT example:

Share Allocation Agreement

"I need a Share Allocation Agreement for our German GmbH to issue 1000 new shares to our key employees as part of our employee incentive scheme, with a 3-year vesting period starting from March 2025 and standard lock-up provisions."

Document background
A Share Allocation Agreement is essential when a German company issues new shares or transfers existing shares to investors, employees, or other stakeholders. This document is commonly used in various scenarios including capital increases, employee share schemes, corporate restructuring, or investment rounds. The agreement must strictly adhere to German corporate law requirements, particularly focusing on compliance with the Aktiengesetz (AktG) or GmbH-Gesetz depending on the company structure. It contains detailed provisions regarding the share allocation process, rights and obligations of parties, transfer restrictions, and completion mechanics. The document is crucial for maintaining clear corporate records and ensuring legal certainty in share ownership changes within German companies.
Suggested Sections

1. Parties: Identification of the company issuing shares and the recipient(s) of the share allocation

2. Background: Context of the share allocation, including corporate resolutions authorizing the allocation

3. Definitions: Key terms used throughout the agreement, including share classes, nominal value, and relevant corporate terminology

4. Share Allocation Details: Specific details of shares being allocated, including number, class, nominal value, and issue price

5. Consideration: Details of payment or other consideration for the shares, including payment terms and methods

6. Conditions Precedent: Any conditions that must be met before the share allocation becomes effective

7. Completion Mechanics: Process and timing for completing the share allocation, including documentation requirements

8. Representations and Warranties: Standard representations from both parties regarding capacity, authority, and compliance

9. Undertakings: Commitments from both parties regarding actions to be taken post-completion

10. Notices: Process and requirements for formal communications between parties

11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

12. Execution: Formal signing requirements and execution blocks

Optional Sections

1. Lock-up Provisions: Restrictions on transfer of allocated shares for a specified period - used when company wants to ensure shareholder stability

2. Tag-Along Rights: Rights of other shareholders to join in share transfers - included when protecting minority shareholders

3. Drag-Along Rights: Rights to force other shareholders to join in share transfers - included when majority shareholder protection is needed

4. Employee-Specific Provisions: Special terms for employee share schemes - used when shares are allocated as part of employee compensation

5. Preemption Rights: Rights of existing shareholders to purchase shares before third parties - included when maintaining existing shareholder proportions is important

6. Tax Provisions: Specific tax-related terms and obligations - included when tax implications need special attention

7. Anti-dilution Protection: Protection against future share issues - used in investment contexts

8. Confidentiality: Terms regarding confidential information - included when sensitive information is involved

Suggested Schedules

1. Share Capital Structure: Details of the company's current share capital structure and shareholding

2. Shareholders' Resolution: Copy of the shareholders' resolution approving the share allocation

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

4. Payment Details: Detailed payment instructions and bank account information

5. Corporate Documents: Relevant corporate documents including articles of association and commercial register excerpts

6. Completion Checklist: List of actions and documents required for completion

7. Required Notices: Forms of notices required for regulatory compliance

8. Shareholder Rights: Detailed description of rights attached to the allocated shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































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Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Energy

Telecommunications

Retail

Construction

Education

Transportation

Media and Entertainment

Biotechnology

Consumer Goods

Relevant Teams

Legal

Finance

Human Resources

Corporate Secretariat

Compliance

Risk Management

Treasury

Corporate Development

Executive Management

Board Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

HR Director

Compliance Officer

Board Member

Managing Director

Finance Director

Company Secretary

General Counsel

Investment Director

Corporate Development Manager

HR Manager

Financial Controller

Risk Manager

Treasury Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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