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Partnership Sale Agreement Template for Switzerland

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Key Requirements PROMPT example:

Partnership Sale Agreement

"I need a Partnership Sale Agreement under Swiss law for the sale of a 40% interest in an architectural firm in Zurich, with completion planned for March 2025, including special provisions for ongoing project commitments and client transitions."

Document background
The Partnership Sale Agreement is a critical document used in Switzerland when one or more partners wish to sell their interest in a partnership to other partners or third parties. This agreement is governed by Swiss law, particularly the Swiss Code of Obligations, and must comply with specific Swiss legal requirements for partnership transfers. It is commonly used in professional services firms, family businesses, and other partnership structures where ownership changes are occurring. The document typically includes detailed provisions on purchase price, payment terms, warranties, representations, and both pre- and post-completion obligations. It also addresses Swiss-specific requirements such as notarization requirements (where applicable), tax implications, and employment law considerations. The agreement serves to protect all parties' interests while ensuring a smooth transition of partnership ownership in accordance with Swiss legal standards.
Suggested Sections

1. Parties: Identification of the selling partner(s), purchasing partner(s), and the partnership entity

2. Background: Context of the partnership, reason for sale, and current ownership structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core transaction terms including partnership interests being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Completion: Mechanics and requirements for closing the transaction

7. Seller's Warranties: Representations and warranties regarding the partnership interest, business, and seller's authority

8. Buyer's Warranties: Representations and warranties regarding buyer's authority and ability to complete the purchase

9. Pre-Completion Obligations: Obligations of parties between signing and completion, including business conduct requirements

10. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

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

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

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

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

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

Optional Sections

1. Employee Matters: Required if employees are affected by the sale, addressing transfer of employment relationships and related obligations

2. Intellectual Property: Include if the partnership owns significant IP assets requiring specific transfer provisions

3. Real Estate: Required if the partnership owns or leases real estate requiring specific transfer arrangements

4. Ongoing Litigation: Include if there are pending legal proceedings affecting the partnership

5. Non-Competition: Include if selling partners need to be restricted from competing post-sale

6. Tax Matters: Detailed tax provisions required for complex transactions or specific tax arrangements

7. Environmental Matters: Include if the partnership has significant environmental liabilities or compliance obligations

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

9. Bank Financing: Required if the purchase involves external financing arrangements

Suggested Schedules

1. Partnership Information: Detailed information about the partnership structure, assets, and operations

2. Partnership Interests: Details of the partnership interests being transferred

3. Financial Statements: Recent financial statements and management accounts

4. Properties: List and details of owned and leased properties

5. Material Contracts: Key contracts and agreements affecting the partnership

6. Intellectual Property Rights: Schedule of IP rights owned or licensed by the partnership

7. Employee Information: Details of employees, employment terms, and benefits

8. Insurance Policies: List of insurance policies and claims history

9. Completion Requirements: Detailed list of documents and actions required for completion

10. Warranties: Detailed warranties and any specific disclosures against them

11. Form of Resignation Letters: Template resignation letters for departing partners/officers

12. Form of Transfer Instruments: Required transfer documentation under Swiss law

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

Legal Services

Accounting & Tax

Architecture

Engineering

Medical Practices

Consulting

Real Estate

Financial Services

Information Technology

Creative Agencies

Manufacturing

Retail

Construction

Healthcare

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Compliance

Risk Management

Business Development

Corporate Development

Executive Leadership

Operations

Relevant Roles

Managing Partner

Senior Partner

Junior Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

General Counsel

Corporate Lawyer

Transaction Manager

Business Development Director

Financial Controller

Tax Director

Partnership Secretary

Compliance Officer

Risk Manager

Managing Director

Finance Director

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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