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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Germany

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement under German law for a Series A investment round where a venture capital firm is subscribing for 20% of shares in our Berlin-based tech startup, with completion planned for March 2025."

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Document background
The Shareholder Subscription Agreement is a crucial document used when a company seeks to issue new shares to investors or existing shareholders under German law. It is commonly used in various corporate scenarios including capital raises, employee stock programs, and strategic investments. The agreement must comply with German corporate law requirements, particularly the German Stock Corporation Act (AktG) for AGs and the Limited Liability Companies Act (GmbHG) for GmbHs. The document outlines all essential aspects of the share subscription, including share details, pricing, warranties, and completion mechanics. It serves as both a binding contract and a record of the transaction, often requiring registration with German commercial registers.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s)

2. Background: Context of the subscription, including company details and purpose of the share issuance

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Subscription: Details of shares being subscribed for, including number, class, and nominal value

5. Subscription Price: Total consideration and payment terms for the subscribed shares

6. Completion: Mechanics and timing of the subscription completion, including conditions precedent

7. Subscriber's Representations and Warranties: Confirmations regarding capacity, authority, and compliance with laws

8. Company's Representations and Warranties: Confirmations regarding share issuance authority, valid existence, and share rights

9. Covenants: Ongoing obligations of the parties post-completion

10. Confidentiality: Obligations regarding confidential information

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

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

13. Governing Law and Jurisdiction: Specification of German law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are granted rights to participate in the subscription

2. Anti-Dilution Protection: Include when subscribers are protected against future dilutive share issuances

3. Multiple Closings: Include when the subscription will occur in multiple tranches

4. Share Transfer Restrictions: Include when specific limitations on share transfers are required

5. Board Appointment Rights: Include when subscription grants rights to appoint board members

6. Preferred Rights: Include when subscribing for shares with preferential rights

7. KYC Requirements: Include when additional due diligence requirements apply to subscribers

Suggested Schedules

1. Share Capital Structure: Current and post-subscription share capital breakdown

2. Subscription Form: Form for formal subscription of shares

3. Company Information: Detailed company information including registration details

4. Conditions Precedent: List of all conditions to be satisfied before completion

5. Company's Warranties: Detailed warranties given by the company

6. Subscriber's Warranties: Detailed warranties given by the subscriber

7. Board Resolution: Copy of board resolution approving the share issuance

8. Payment Details: Bank account and payment instruction details

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Energy

Telecommunications

Professional Services

Media & Entertainment

Retail

Infrastructure

Life Sciences

Software

E-commerce

Clean Technology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Company Secretariat

Treasury

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Board Member

Legal Director

Corporate Development Manager

Finance Director

Compliance Officer

Investment Director

Managing Director

Head of Legal

Head of Corporate Development

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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