Buy In Agreement

Buy In Agreement Template for Switzerland

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Key Requirements PROMPT example:

"I need a Buy In Agreement under Swiss law for a tech startup where a new investor is acquiring 25% ownership for CHF 2 million, with completion planned for March 2025 and including special provisions for intellectual property rights and founder retention."

Document background

The Buy In Agreement is a crucial document used when introducing new partners or investors into an existing business structure under Swiss law. It is particularly relevant for business expansion, succession planning, or when bringing in strategic partners. The agreement details the terms of investment, ownership transfer, and future business operations, ensuring compliance with Swiss regulatory requirements, including the Swiss Code of Obligations and relevant corporate laws. This document typically includes comprehensive provisions covering purchase price determination, payment mechanisms, warranties, governance structures, and post-completion obligations. It's essential for protecting all parties' interests and ensuring a smooth transition in ownership structure while maintaining business continuity.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including the existing business owners and the buying-in party

2. Background: Context of the transaction, including brief description of the business and reason for the buy-in

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

4. Buy-in Structure: Details of the buy-in transaction, including the percentage of ownership being acquired and method of acquisition

5. Purchase Price and Payment Terms: Specification of the purchase price, payment schedule, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before the buy-in can complete

7. Completion Mechanics: Step-by-step process for completing the transaction

8. Warranties and Representations: Standard warranties from all parties regarding their capacity and authority to enter into the agreement

9. Business Covenants: Agreements regarding the operation of the business post-completion

10. Tax Provisions: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

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

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

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation - include when the selling party will remain active in the same industry

2. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses - include when IP is a significant business asset

3. Employee Matters: Provisions regarding key employees and employment arrangements - include when key personnel retention is crucial

4. Real Estate Provisions: Specific provisions regarding business premises - include when real estate is a significant component

5. Regulatory Compliance: Industry-specific regulatory requirements - include for regulated industries

6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is performance-based

7. Tag-Along and Drag-Along Rights: Rights for future sale scenarios - include when partial ownership is retained

8. Management Provisions: Detailed governance structure - include when buyer will take active management role

Suggested Schedules

1. Schedule 1 - Business Details: Detailed description of the business being bought into

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the purchase price

3. Schedule 3 - Completion Obligations: List of documents and actions required at completion

4. Schedule 4 - Warranties: Detailed warranties about the business and its operations

5. Schedule 5 - Properties: Details of any real estate owned or leased by the business

6. Schedule 6 - Intellectual Property: List of IP rights owned or licensed by the business

7. Schedule 7 - Key Contracts: Summary of material contracts affecting the business

8. Appendix A - Corporate Structure: Pre and post-completion corporate structure charts

9. Appendix B - Management Structure: Post-completion management and governance structure

10. Appendix C - Business Plan: Agreed business plan and projections post-completion

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Professional Services

Manufacturing

Technology

Healthcare

Real Estate

Financial Services

Retail

Hospitality

Construction

Agriculture

Energy

Media and Entertainment

Transportation and Logistics

Education

Consulting

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Executive Leadership

Strategy

Business Development

Corporate Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Investment Manager

Partner

Board Member

Company Secretary

Financial Director

Business Development Director

Tax Director

Compliance Officer

Corporate Development Manager

Strategy Director

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Exclusive Buyer Agreement

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Let's create your Buy In Agreement

Authors

Alex Denne

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