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Business Purchase Contract Template for Switzerland

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Key Requirements PROMPT example:

Business Purchase Contract

"I need a Business Purchase Contract under Swiss law for the acquisition of a small manufacturing company in Zurich, with completion planned for March 2025; the transaction will be a straightforward asset purchase without real estate."

Document background
The Business Purchase Contract serves as the primary legal instrument for documenting and executing business acquisition transactions in Switzerland. It is essential when one entity intends to acquire another business, whether through an asset purchase or share transfer. This document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations (OR), and includes detailed provisions covering purchase price, warranties, representations, employee matters, and post-closing obligations. It's typically used in both domestic and cross-border transactions, requiring careful consideration of Swiss commercial law, tax implications, and regulatory requirements. The contract's structure and content may vary depending on the transaction's complexity, industry-specific requirements, and whether real estate or intellectual property transfers are involved.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms, including what is being sold and purchased

5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms

6. Closing: Conditions precedent, closing mechanics, and timing of the transaction

7. Seller's Warranties: Comprehensive warranties regarding the business, its assets, and operations

8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the transaction

9. Liability and Indemnification: Scope of liability, limitations, and indemnification obligations

10. Employees: Treatment of employees and related obligations under Swiss employment law

11. Confidentiality: Obligations regarding confidential information and announcement of the transaction

12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

13. Notices: Process and requirements for formal communications between parties

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Real Estate: Required when the transaction includes transfer of real property, addressing Lex Koller requirements

3. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets

4. Competition Restrictions: Non-compete and non-solicitation provisions, if agreed between parties

5. Transition Services: Include when the seller will provide post-closing services to the business

6. Environmental Matters: Required for businesses with environmental risks or compliance obligations

7. Data Protection: Detailed FADP compliance provisions for businesses handling significant personal data

8. Tax Covenants: Specific tax-related provisions when tax risks or special arrangements exist

Suggested Schedules

1. Business Description: Detailed description of the business being transferred

2. Assets Schedule: Comprehensive list of tangible and intangible assets included in the sale

3. Excluded Assets: List of assets specifically excluded from the transaction

4. Employee Information: Details of transferring employees, their contracts and benefits

5. Real Estate Details: Property information and relevant certificates if real estate is included

6. Intellectual Property Register: List of all IP rights being transferred

7. Material Contracts: Summary of key contracts being transferred

8. Permitted Encumbrances: List of accepted liens or encumbrances on the business assets

9. Closing Checklist: List of all documents and actions required for closing

10. Accounts: Recent financial statements and management accounts of the business

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

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Hospitality

Construction

Energy

Telecommunications

Transportation and Logistics

Agriculture

Pharmaceutical

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Risk Management

Compliance

Corporate Secretariat

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Corporate Lawyer

Tax Director

Human Resources Director

Commercial Director

Integration Manager

Risk Manager

Company Secretary

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

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