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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Austria

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement under Austrian law for my Vienna-based tech startup, where a single venture capital investor will subscribe to 15% of our company's newly issued shares, with completion planned for March 2025."

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Document background
The Shareholder Subscription Agreement is a crucial document used in Austrian corporate transactions when a company issues new shares to investors. It serves as the primary legal instrument documenting the terms and conditions of share subscription, ensuring compliance with Austrian corporate law requirements, particularly the Aktiengesetz (Stock Corporation Act) and Unternehmensgesetzbuch (Commercial Code). This agreement is typically used in capital raising rounds, employee share schemes, or strategic investments, detailing critical aspects such as share price, payment terms, representations and warranties, and completion mechanics. It must be carefully drafted to account for both mandatory Austrian legal requirements and the specific commercial arrangements between the parties.
Suggested Sections

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

2. Background: Context of the share issuance, including corporate approvals and purpose of the subscription

3. Definitions: Key terms used throughout the agreement

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

5. Payment Terms: Timing and method of payment for the subscribed shares

6. Completion: Conditions precedent, completion mechanics, and timing

7. Representations and Warranties: Statements of fact by both company and subscriber

8. Subscriber's Undertakings: Commitments made by the subscriber regarding the subscription

9. Company's Undertakings: Commitments made by the company regarding the share issuance

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

13. Execution: Signature blocks and execution formalities

Optional Sections

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

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

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

4. Board Appointment Rights: Include when subscriber is granted rights to appoint board members

5. Pre-emptive Rights: Include when subscribers are granted rights to participate in future share issues

6. Lock-up Period: Include when restrictions on share transfers for a specific period are required

7. Compliance with Shareholders' Agreement: Include when an existing shareholders' agreement must be adhered to

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital before and after subscription

2. Subscription Details: Detailed breakdown of shares being subscribed for, including price calculations

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

4. Corporate Authorizations: Copies of board and shareholder resolutions approving the share issuance

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

6. Deed of Adherence: Form of deed to be signed if subscribing to existing shareholders' agreement

7. KYC Requirements: List of required due diligence documents for compliance purposes

8. Payment Instructions: Detailed banking and payment information

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions



































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Energy

Retail

Telecommunications

Infrastructure

Private Equity

Venture Capital

Professional Services

Consulting

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Development

Investment

Treasury

Board of Directors

Executive Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Corporate Finance Director

Legal Counsel

Financial Controller

Compliance Officer

Board Member

Managing Director

Investment Director

Corporate Development 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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