Inter-Company Contribution Agreement (shares or quotas)
PricewaterhouseCoopers AG
This agreement is a standard Swiss-law governed agreement for intra-group contribution of shares or quotas to a Swiss GmbH or AG, where the contribution is allocated to the recipient's legal reserves from capital contributions.
Author's Note
The Share Contribution Agreement is a standard Swiss-law governed agreement for an intra-group contribution of shares or quotas to a Swiss limited liability company ( Gesellschaft mit beschränkter Haftung or GmbH) or corporation ( Aktiengesellschaft or AG), where the contribution is to be allocated to the recipient’s legal reserves from capital contributions. The Share Contribution Agreement includes standard provisions reflecting the resolutions and corporate approvals required by the recipient in order to accept and allocate the capital contribution to its legal reserves, and the formalities required to execute and give effect to the contribution (such as updating the shareholders register, and delivering physical titles or certificates). It also includes standard mutual representations and warranties regarding the parties’ existence and authority to enter into the agreement. Terms which are configurable to the user’s needs include: The...
Read moreThe Share Contribution Agreement is a standard Swiss-law governed agreement for an intra-group contribution of shares or quotas to a Swiss limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) or corporation (Aktiengesellschaft or AG), where the contribution is to be allocated to the recipient’s legal reserves from capital contributions.
The Share Contribution Agreement includes standard provisions reflecting the resolutions and corporate approvals required by the recipient in order to accept and allocate the capital contribution to its legal reserves, and the formalities required to execute and give effect to the contribution (such as updating the shareholders register, and delivering physical titles or certificates). It also includes standard mutual representations and warranties regarding the parties’ existence and authority to enter into the agreement.
Terms which are configurable to the user’s needs include:
- The details of the shares or quotas being contributed;
- Whether the contribution is made at book value, par value or fair market value; and
- Jurisdiction and arbitration.
Circumstances of Use
This document is intended solely for intra-group financing purposes where the recipient company is incorporated in Switzerland.
Terms of Use
The purchase of this Product is subject to PartnerVine Terms.
You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Other Comments
No warranty or representation is given or made as to the appropriateness or impact of the financing transactions envisaged by this document in the specific circumstances of any given group of companies. No legal or tax advice is provided and nothing in this template or the related user interview shall be deemed to constitute the provision of legal or tax advice in relation to any fact or matter. Where necessary, specialist legal and tax advice and input from group treasury and accounting functions should be sought prior to executing this agreement.
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Frequently asked questions
(1) Contributor and (2) Recipient
You may choose whether to list a registered office address, or a principal place of business. The latter may be appropriate where an entity has a registered office in one country but a taxable presence in another.
A public limited company (AG, Ltd) or a limited liability company (GmbH, LLC)
Shares are units of ownership that represent an equal proportion of a public limited company's capital.
Quotas are units of ownership that represent an equal proportion of a limited liability company's capital.
The commercial register for the place is located where the Recipient's registered office is.
Yes, in an inter-company contribution agreement, the parties may have more flexibility if email qualifies as writing (e.g. for the purposes of “written notice”). This must be specified in the agreement and may even allow termination. It is good practice to specify who is able to receive or send notices. Moreover, inserting a title is recommended, rather than an individual's name (e.g. "the Finance Director"), as roles and responsibilities change over time.
You may specify whether each party should bear their own costs arising from the negotiation, preparation, amendment, preservation and enforcement of the agreement, or whether one party should bear all the costs.
You may choose to resolve disputes in court or through arbitration.
This agreement is governed by Swiss law. If you do not specify the place of jurisdiction, any court which is competent under Swiss law will have jurisdiction to resolve a dispute.
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