¶¶Òõ¶ÌÊÓÆµ

Assignment Of Membership Interest Agreement Template for Switzerland

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Assignment Of Membership Interest Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

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."

Document background
The Assignment Of Membership Interest Agreement is a crucial document used in Swiss business transactions when transferring ownership stakes in limited liability companies. This agreement is essential when a member wishes to sell or transfer their membership interest to another party, whether for succession planning, investment purposes, or business restructuring. The document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and federal company law. It typically includes detailed information about the interest being transferred, purchase price, payment terms, representations and warranties, and necessary corporate approvals. The agreement also addresses commercial registry requirements and tax implications, making it a comprehensive instrument for documenting and executing membership transfers in Swiss companies.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions




































Clauses

































Relevant Industries

Professional Services

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Construction

Hospitality

Energy

Agriculture

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Tax

Executive Management

Business Development

Corporate Affairs

Investment

Risk Management

Relevant Roles

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

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

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.

find out more

Partnership Interest Transfer Agreement

Swiss law agreement for transferring partnership interests, compliant with the Swiss Code of Obligations and Commercial Register requirements.

find out more

Ownership Transfer Contract

Swiss law-compliant contract for transferring ownership rights between parties, incorporating requirements from Swiss Civil Code and Code of Obligations.

find out more

Money Transfer Contract

Swiss law-governed agreement establishing terms for money transfer services, incorporating Swiss banking regulations and compliance requirements.

find out more

Transfer Of Service Agreement

A Swiss law-governed agreement facilitating the structured transfer of services between entities, including associated assets, employees, and responsibilities.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

Technology Transfer Contract

A Swiss law-governed agreement facilitating the transfer of technology, intellectual property rights, and technical know-how between parties.

find out more

Profit Transfer Agreement

A Swiss law-governed agreement establishing profit transfer and loss absorption arrangements between a parent company and its subsidiary.

find out more

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.

find out more

Intercompany Contract

A Swiss law-governed agreement regulating commercial relationships and transactions between entities within the same corporate group.

find out more

Business Sales Agreement Contract

A Swiss law-governed agreement establishing terms and conditions for business-to-business sales of goods or services.

find out more

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.

find out more

Assignment Of Limited Partnership Interest

A Swiss law-governed agreement for transferring limited partnership interests, structured under the Swiss Code of Obligations.

find out more

Brand Transfer Agreement

Swiss law-governed agreement for transferring brand ownership and associated intellectual property rights between entities.

find out more

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.

find out more

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.

find out more

Vehicle Transfer Agreement

Swiss law-governed agreement for transferring vehicle ownership, ensuring compliance with federal and cantonal regulations.

find out more

Intercompany Cost Plus Agreement

Swiss law agreement governing intercompany service provision using cost plus pricing methodology, ensuring transfer pricing compliance.

find out more

Intercompany Assignment Agreement

A Swiss law-governed agreement establishing terms for temporary employee assignment between related companies, addressing employment, compensation, and compliance requirements.

find out more

Intra Group Transfer Agreement

Swiss law-governed agreement for transferring assets or services between related group entities, ensuring regulatory compliance and proper documentation.

find out more

Property Transfer Contract

A Swiss-law governed contract for transferring real estate ownership, requiring notarization and compliance with federal and cantonal regulations.

find out more

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.

find out more

Wire Transfer Agreement

Swiss law-governed agreement setting out terms and conditions for wire transfer services between financial institutions and their clients.

find out more

Business Transfer Contract

A Swiss law-governed agreement for transferring business ownership, including assets, liabilities, employees, and associated rights and obligations.

find out more

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.

find out more

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.

find out more

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.

find out more

Conveyance Agreement

A formal agreement for transferring real property ownership under Swiss federal and cantonal law, requiring notarization and land registry registration.

find out more

Asset Assignment Agreement

A Swiss law-governed agreement facilitating the formal transfer of ownership of assets from an Assignor to an Assignee.

find out more

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.

find out more

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.

find out more

License Transfer Agreement

A Swiss law-governed agreement for transferring existing license rights between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Stock Transfer Contract

A Swiss law-governed agreement for the transfer of shares between parties, including terms of sale, representations, and transfer mechanics.

find out more

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.

find out more

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.

find out more

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.

find out more

Funds Transfer Agreement

Swiss law-governed agreement establishing terms and conditions for executing funds transfers, incorporating Swiss banking regulations and compliance requirements.

find out more

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.

find out more

Technology Transfer Agreement

Swiss law-governed agreement for transferring technology and associated intellectual property rights between parties, incorporating key provisions under Swiss federal legislation.

find out more

Equity Transfer Agreement

Swiss law-governed agreement for transferring company shares between parties, including terms, conditions, and regulatory requirements.

find out more

Debt Transfer Agreement

A Swiss law-governed agreement facilitating the transfer of debt obligations from one creditor to another, with associated rights and obligations.

find out more

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.

find out more

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.

find out more

Shareholder Transfer Agreement

A Swiss law-governed agreement documenting the transfer of shares between shareholders, including terms, conditions, and required approvals.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

Business Sale Agreement

A Swiss law-governed agreement for the sale and purchase of a business, detailing transaction terms, warranties, and completion requirements.

find out more

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.

find out more

Sales Of Shares Agreement

A Swiss law-governed agreement for the sale and purchase of company shares, outlining transaction terms, warranties, and completion requirements.

find out more

Transfer Of Ownership Agreement

A Swiss law-governed agreement facilitating the legal transfer of ownership rights between parties, compliant with federal and cantonal requirements.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

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.

find out more

Stock Assignment Agreement

A Swiss law-governed agreement for the transfer of shares between parties, complying with Swiss corporate law requirements and regulations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

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.