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A Business Acquisition Agreement forms the legal backbone of company purchases in Switzerland, spelling out how one business will take over another. This contract covers the core deal terms: purchase price, payment structure, and what assets or shares are changing hands.

Under Swiss merger law (FusG), these agreements must detail specific representations and warranties, outline any regulatory approvals needed, and address post-closing obligations. The document also handles important Swiss-specific elements like employee protection measures and the transfer of commercial registry entries. Most Swiss deals include both German and English versions to ensure clarity for all parties.

You need a Business Acquisition Agreement when buying or selling a company in Switzerland, especially for transactions valued over CHF 100,000. This document becomes essential once initial negotiations lead to serious purchase discussions and both parties want to move forward with the deal.

The timing is crucial: draft this agreement after completing due diligence but before any money changes hands. Swiss law requires specific documentation for company transfers, and this agreement protects both parties during critical phases like employee transitions, asset transfers, and regulatory approvals. Many businesses prepare it alongside their M&A advisors when planning strategic expansions or exit strategies.

• Share Purchase Agreement: Focuses on buying company shares, typically used for larger Swiss corporations and includes detailed ownership transfer provisions
• Asset Purchase Agreement: Covers specific business assets and liabilities, common in small-to-medium enterprise sales
• Stock Purchase Agreement: Used primarily for AG (public limited company) acquisitions, with special provisions for registered shares
• Merger Agreement: Handles full company combinations under FusG regulations, including employee protection measures
• Simplified Acquisition Agreement: Streamlined version for straightforward small business purchases under CHF 100,000

• Buying Company: The acquiring business that signs the Business Acquisition Agreement and provides payment, often represented by its board and senior management
• Selling Shareholders: Current owners transferring their company shares or assets, including individual stockholders or parent companies
• Corporate Lawyers: Draft and review agreements, ensure compliance with Swiss merger laws, and coordinate with notaries for official authentication
• Financial Advisors: Help structure deals, conduct valuations, and verify financial representations
• Regulatory Bodies: Swiss Competition Commission and FINMA may need to approve larger transactions or regulated industry deals

• Company Details: Gather complete legal names, registration numbers, and addresses of all parties from the Swiss Commercial Registry
• Purchase Terms: Document the agreed price, payment structure, and any earn-out conditions
• Asset Inventory: List all properties, contracts, intellectual property, and equipment included in the sale
• Due Diligence: Compile financial statements, tax records, employee contracts, and pending litigation details
• Regulatory Checks: Confirm if FINMA or Competition Commission approvals are needed
• Document Generation: Use our platform to create a compliant agreement that includes all mandatory Swiss legal requirements

• Party Identification: Full legal names, addresses, and registration numbers of buyer and seller under Swiss law
• Purchase Details: Clear description of assets or shares, purchase price, and payment terms in Swiss francs
• Representations: Seller warranties about company status, assets, liabilities, and compliance with Swiss regulations
• Employee Provisions: Transfer terms following Swiss employment law requirements and social security obligations
• Closing Conditions: Required regulatory approvals, timing, and specific actions for deal completion
• Governing Law: Explicit choice of Swiss law and jurisdiction, usually specifying the canton for dispute resolution
• Authentication: Notarization requirements and official registration procedures under Swiss corporate law

A Business Acquisition Agreement differs significantly from an Asset Purchase Agreement in several key aspects under Swiss law. While both involve business transactions, their scope and implications vary considerably.

• Transaction Scope: Business Acquisition Agreements cover the entire company transfer, including shares, employees, and liabilities, while Asset Purchase Agreements focus only on specific assets or property
• Legal Requirements: Business acquisitions need comprehensive due diligence and often require regulatory approval under FusG, whereas asset purchases typically face fewer regulatory hurdles
• Employee Rights: Full business acquisitions automatically transfer all employment relationships under Swiss law, but asset purchases may allow for selective employee transfers
• Tax Implications: Business acquisitions often qualify for tax-neutral restructuring benefits, while asset purchases usually trigger immediate tax consequences