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Assignment Of Shares Agreement Template for Switzerland

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Key Requirements PROMPT example:

Assignment Of Shares Agreement

"I need an Assignment of Shares Agreement under Swiss law for transferring 1,000 ordinary shares in my tech startup to a venture capital investor, with completion scheduled for March 15, 2025, and including standard warranties and board approval requirements."

Document background
The Assignment of Shares Agreement is a crucial document used in Swiss corporate transactions when ownership of shares needs to be transferred between parties. It is commonly used in various scenarios including corporate restructuring, investment rounds, exit transactions, or family succession planning. The agreement must comply with Swiss law requirements, particularly the Swiss Code of Obligations and relevant commercial registry regulations. The document typically includes detailed information about the shares being transferred, the parties involved, purchase price, warranties, and completion mechanics. It serves multiple purposes: documenting the transfer terms, protecting both parties' interests, ensuring compliance with Swiss corporate law requirements, and providing necessary information for updating official records. The agreement's format and content may vary depending on whether the company is private or public, the type of shares being transferred, and any existing shareholders' agreements or articles of association restrictions.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses

2. Background: Context of the transfer, including details about the company whose shares are being transferred and the reason for the transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, nominal value, and share certificate numbers if applicable

5. Purchase Price: The agreed consideration for the share transfer and payment terms

6. Completion: Details of when and how the transfer will be completed, including any conditions precedent

7. Representations and Warranties: Standard warranties from the Assignor regarding ownership, authority to sell, and status of the shares

8. Tax and Costs: Allocation of transfer taxes, stamp duties, and other transaction costs

9. Notices: Process for serving formal notices under the agreement

10. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Board Approval: Required if the company's articles of association contain transfer restrictions requiring board approval

2. Spousal Consent: Required if the assignor is married and the shares are part of matrimonial property

3. Non-competition: Include if the Assignor is to be restricted from competing after the transfer

4. Confidentiality: Include if specific confidentiality obligations are required beyond completion

5. Tag-Along Rights: Include if other shareholders have tag-along rights that need to be addressed

6. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived

7. Further Assurance: Include if specific post-completion actions may be required

Suggested Schedules

1. Share Details: Detailed description of the shares including certificate numbers, distinctive numbers, and any special rights

2. Company Information: Extract from the Commercial Register and key company details

3. Board Resolution: Copy of board resolution approving the transfer (if required)

4. Existing Shareholders' Waivers: Written waivers of pre-emption rights from other shareholders (if applicable)

5. Share Certificates: Copies of relevant share certificates to be transferred

6. Payment Details: Bank account and payment instruction details

7. Power of Attorney: If required for completing registration formalities

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

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Relevant Teams

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

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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

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