Create a bespoke document in minutes, Â or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Assignment Of Membership Interest Agreement
"I need an Assignment of Membership Interest Agreement for transferring my 35% stake in a Swiss technology consulting GmbH to a venture capital firm, with the transfer to be completed by March 2025 and including earn-out provisions based on company performance."
1. Parties: Identification of the Assignor, Assignee, and the Company whose membership interests are being transferred
2. Background: Context of the transfer, including current ownership structure and reason for the assignment
3. Definitions: Key terms used throughout the agreement, including 'Membership Interest', 'Effective Date', and other relevant definitions
4. Assignment and Transfer: Core provision detailing the transfer of membership interest, percentage being transferred, and effective date
5. Purchase Price and Payment: Details of the consideration for the transfer, payment terms, and method of payment
6. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and absence of encumbrances
7. Representations and Warranties of Assignee: Assignee's confirmations regarding authority, capacity, and compliance with company requirements
8. Closing Conditions: Prerequisites that must be met before the transfer becomes effective
9. Company Consent: Acknowledgment and approval of the transfer by the Company as required under Swiss law
10. Tax Matters: Allocation of responsibility for transfer taxes and related tax obligations
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
12. Execution: Signature blocks for all parties, including company acknowledgment
1. Right of First Refusal Waiver: Required when other members have pre-emptive rights that need to be waived
2. Spousal Consent: Needed when the assignor is married and local law or company agreements require spousal approval
3. Non-Competition Provisions: Include when the assignor needs to be restricted from competing post-transfer
4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
5. Debt Assumption: Required when existing member loans or obligations are being transferred with the interest
6. Professional Licenses: Necessary when the membership interest transfer involves regulated professional services
7. Transitional Services: Include when the assignor will provide temporary support post-transfer
1. Schedule A - Description of Membership Interest: Detailed description of the membership interest being transferred, including percentage, class, and rights
2. Schedule B - Purchase Price Calculation: Breakdown of the purchase price and any adjustments
3. Schedule C - Company Resolution: Copy of company resolution approving the transfer
4. Schedule D - Required Consents: List of all required third-party consents and their status
5. Appendix 1 - Current Operating Agreement: Copy of the company's current operating agreement
6. Appendix 2 - Transfer Registration Forms: Commercial registry forms required under Swiss law
7. Appendix 3 - Due Diligence Certificates: Relevant compliance and due diligence confirmations
Authors
Professional Services
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Construction
Hospitality
Energy
Agriculture
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Governance
Compliance
Tax
Executive Management
Business Development
Corporate Affairs
Investment
Risk Management
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Director
Business Development Manager
Investment Manager
Compliance Officer
Tax Director
Corporate Governance Officer
Member of Board of Directors
General Counsel
Financial Controller
Company Secretary
Partnership Manager
Find the exact document you need
Intellectual Property Assignment
Swiss law-governed agreement for transferring intellectual property rights between parties, including patents, trademarks, copyrights, and related rights.
Partnership Interest Transfer Agreement
Swiss law agreement for transferring partnership interests, compliant with the Swiss Code of Obligations and Commercial Register requirements.
Ownership Transfer Contract
Swiss law-compliant contract for transferring ownership rights between parties, incorporating requirements from Swiss Civil Code and Code of Obligations.
Money Transfer Contract
Swiss law-governed agreement establishing terms for money transfer services, incorporating Swiss banking regulations and compliance requirements.
Transfer Of Service Agreement
A Swiss law-governed agreement facilitating the structured transfer of services between entities, including associated assets, employees, and responsibilities.
Transfer Copyright Ownership Contract
A Swiss law-governed agreement for the complete transfer of copyright ownership from one party to another, including all associated rights and interests.
Transfer Agency Agreement
A Swiss law-governed agreement establishing the relationship between a fund entity and transfer agent for fund administration services and regulatory compliance.
Employee Transfer Agreement
A Swiss-law agreement governing the transfer of employment from one employer to another, ensuring compliance with Swiss employment regulations and protecting all parties' interests.
Cession And Assignment Agreement
A Swiss law agreement that transfers rights, claims, or receivables from an assignor to an assignee, structured according to Swiss Code of Obligations requirements.
Technology Transfer Contract
A Swiss law-governed agreement facilitating the transfer of technology, intellectual property rights, and technical know-how between parties.
Profit Transfer Agreement
A Swiss law-governed agreement establishing profit transfer and loss absorption arrangements between a parent company and its subsidiary.
Interest Transfer Agreement
A Swiss law-governed agreement that facilitates the formal transfer of interests between parties, detailing terms, conditions, and obligations of the transfer.
Intercompany Contract
A Swiss law-governed agreement regulating commercial relationships and transactions between entities within the same corporate group.
Business Sales Agreement Contract
A Swiss law-governed agreement establishing terms and conditions for business-to-business sales of goods or services.
Assignment Of Sublease
A Swiss law-governed agreement transferring sublease rights and obligations from an existing subtenant to a new subtenant, subject to federal and cantonal requirements.
Assignment Of Limited Partnership Interest
A Swiss law-governed agreement for transferring limited partnership interests, structured under the Swiss Code of Obligations.
Brand Transfer Agreement
Swiss law-governed agreement for transferring brand ownership and associated intellectual property rights between entities.
Assignment Of Membership Interest Agreement
A Swiss law-governed agreement facilitating the transfer of membership interests in a Swiss limited liability company from one party to another.
Lease Takeover Agreement
A Swiss law-governed agreement enabling the transfer of lease rights and obligations from an existing tenant to a new tenant, with landlord approval.
Vehicle Transfer Agreement
Swiss law-governed agreement for transferring vehicle ownership, ensuring compliance with federal and cantonal regulations.
Intercompany Cost Plus Agreement
Swiss law agreement governing intercompany service provision using cost plus pricing methodology, ensuring transfer pricing compliance.
Intercompany Assignment Agreement
A Swiss law-governed agreement establishing terms for temporary employee assignment between related companies, addressing employment, compensation, and compliance requirements.
Intra Group Transfer Agreement
Swiss law-governed agreement for transferring assets or services between related group entities, ensuring regulatory compliance and proper documentation.
Property Transfer Contract
A Swiss-law governed contract for transferring real estate ownership, requiring notarization and compliance with federal and cantonal regulations.
Intercompany Asset Transfer Agreement
Swiss law-governed agreement for transferring assets between related companies within the same corporate group, ensuring compliance with Swiss legal requirements and tax regulations.
Wire Transfer Agreement
Swiss law-governed agreement setting out terms and conditions for wire transfer services between financial institutions and their clients.
Business Transfer Contract
A Swiss law-governed agreement for transferring business ownership, including assets, liabilities, employees, and associated rights and obligations.
Bond Transfer Agreement
Swiss law-governed agreement for the transfer of bonds between parties, incorporating regulatory compliance requirements and settlement procedures under Swiss financial regulations.
Software License Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of software license rights between parties, including associated terms, conditions, and compliance requirements.
Credit Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of credit rights and obligations between parties, compliant with Swiss banking regulations and the Code of Obligations.
Conveyance Agreement
A formal agreement for transferring real property ownership under Swiss federal and cantonal law, requiring notarization and land registry registration.
Asset Assignment Agreement
A Swiss law-governed agreement facilitating the formal transfer of ownership of assets from an Assignor to an Assignee.
Security Transfer Agreement
A Swiss law agreement governing the transfer of securities as collateral or outright transfer, compliant with Swiss financial regulations and market practice.
Intercompany License Agreement
Swiss law-governed agreement for licensing intellectual property between related corporate entities, ensuring regulatory compliance and proper documentation of intercompany IP transactions.
License Transfer Agreement
A Swiss law-governed agreement for transferring existing license rights between parties, including terms, conditions, and regulatory compliance requirements.
Stock Transfer Contract
A Swiss law-governed agreement for the transfer of shares between parties, including terms of sale, representations, and transfer mechanics.
Profit And Loss Transfer Agreement
A Swiss law-governed agreement establishing profit and loss transfer arrangements between a parent company and its subsidiary, including financial, tax, and corporate governance provisions.
Money Transfer Agreement
Swiss law-governed agreement establishing terms for money transfer services between a financial provider and client, incorporating Swiss banking and AML regulations.
Liability Transfer Agreement
A Swiss law agreement enabling the transfer of specified liabilities from one party to another, structured under the Swiss Code of Obligations.
Funds Transfer Agreement
Swiss law-governed agreement establishing terms and conditions for executing funds transfers, incorporating Swiss banking regulations and compliance requirements.
Assignment And Novation Agreement
A Swiss law-governed agreement facilitating the transfer of contractual rights and obligations from one party to another, combining elements of assignment and novation.
Technology Transfer Agreement
Swiss law-governed agreement for transferring technology and associated intellectual property rights between parties, incorporating key provisions under Swiss federal legislation.
Equity Transfer Agreement
Swiss law-governed agreement for transferring company shares between parties, including terms, conditions, and regulatory requirements.
Debt Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of debt obligations from one creditor to another, with associated rights and obligations.
Assignment And Transfer Agreement
A Swiss law agreement facilitating the formal transfer of rights, obligations, or assets between parties, governed by the Swiss Code of Obligations.
Asset Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of ownership of specified assets between parties, ensuring legal compliance and establishing transfer terms.
Shareholder Transfer Agreement
A Swiss law-governed agreement documenting the transfer of shares between shareholders, including terms, conditions, and required approvals.
Loan Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of loan rights and obligations from an existing lender to a new lender, compliant with the Swiss Code of Obligations.
Contract Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of contractual rights and obligations from one party to another, ensuring legal compliance with the Swiss Code of Obligations.
Transfer Of Shares Agreement
A Swiss law-governed agreement facilitating the legal transfer of company shares between seller and buyer, ensuring compliance with Swiss corporate regulations.
Intellectual Property Transfer Agreement
A Swiss law-governed agreement for transferring intellectual property rights between parties, ensuring compliance with Swiss IP legislation and transfer requirements.
Business Sale Agreement
A Swiss law-governed agreement for the sale and purchase of a business, detailing transaction terms, warranties, and completion requirements.
Title Transfer Agreement
A Swiss law-governed agreement facilitating the transfer of ownership rights between parties, compliant with Swiss Civil Code and Code of Obligations requirements.
Sales Of Shares Agreement
A Swiss law-governed agreement for the sale and purchase of company shares, outlining transaction terms, warranties, and completion requirements.
Transfer Of Ownership Agreement
A Swiss law-governed agreement facilitating the legal transfer of ownership rights between parties, compliant with federal and cantonal requirements.
Intellectual Property Assignment Agreement
A Swiss law-governed agreement for transferring intellectual property rights between parties, ensuring compliance with Swiss federal IP laws and regulations.
Assignment Of Lease
A Swiss law-compliant agreement transferring lease rights and obligations from an existing tenant to a new tenant, subject to landlord approval.
Debt Assignment Agreement
A Swiss law agreement documenting the transfer of debt claims from an assignor to an assignee, complying with Swiss Code of Obligations requirements.
Bill Of Sale Assignment And Assumption Agreement
A Swiss law-governed agreement facilitating the sale and transfer of assets from seller to buyer, including the assignment of rights and assumption of related obligations.
Assignment Of Shares Agreement
A Swiss law-governed agreement documenting the transfer of company shares from one shareholder to another, including all terms and conditions of the transfer.
Stock Assignment Agreement
A Swiss law-governed agreement for the transfer of shares between parties, complying with Swiss corporate law requirements and regulations.
Download our whitepaper on the future of AI in Legal
³Ò±ð²Ô¾±±ð’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.