Selling A Business Contract

Selling A Business Contract Template for Switzerland

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Key Requirements PROMPT example:

"I need a Selling A Business Contract for the sale of my small Swiss retail company to a local buyer, with completion planned for March 2025, including basic warranties and standard payment terms, but excluding any earn-out provisions."

Document background

The Selling A Business Contract is a crucial document used when transferring ownership of a business in Switzerland, whether through share sale or asset transfer. It serves as the primary agreement between the seller and buyer, documenting all aspects of the transaction including price, payment terms, warranties, and post-completion obligations. This contract must comply with Swiss legal requirements, particularly the Swiss Code of Obligations (CO) and relevant commercial, employment, and tax laws. It's essential for both small business transfers and large corporate transactions, requiring careful consideration of Swiss-specific elements such as employee rights, mandatory transfer provisions, and local regulatory requirements. The document typically includes detailed schedules and exhibits covering assets, contracts, employees, and other critical business elements being transferred.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal details

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

3. Definitions: Defined terms used throughout the agreement, including specific Swiss law terminology

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

5. Purchase Price: Price, payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be met before completion, including regulatory approvals

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Employee Matters: Treatment of employees, transfer of employment contracts, and related obligations under Swiss law

10. Seller's Warranties: Representations and warranties about the business, assets, and liabilities

11. Buyer's Warranties: Basic warranties from the buyer, including capacity and authority

12. Limitations on Liability: Scope and limitations of seller's liability for warranty breaches and claims

13. Tax Matters: Tax-related provisions, including allocations and indemnities

14. Confidentiality: Obligations regarding transaction and business confidentiality

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

16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Intellectual Property: Detailed provisions for IP transfer and licensing - include if business has significant IP assets

2. Real Estate: Specific provisions for property transfer or lease assignments - include if business includes real estate

3. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

4. Pensions: Provisions regarding pension schemes and obligations - include if company has pension commitments

5. Competition/Non-Compete: Non-compete and non-solicitation provisions - include if seller could compete post-sale

6. Earn-out Provisions: Structure for additional payments based on future performance - include if price includes earn-out

7. Transitional Services: Services provided by seller post-completion - include if business needs transition support

8. Data Protection: Specific FADP compliance provisions - include if significant personal data is involved

9. Ongoing Litigation: Treatment of pending legal matters - include if there are ongoing legal proceedings

Suggested Schedules

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Employee Schedule: List of employees and their key employment terms

4. Property Schedule: Details of owned and leased real estate

5. Intellectual Property Schedule: List of all IP rights owned and used by the business

6. Material Contracts Schedule: Key business contracts being transferred

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties about the business and assets

9. Disclosure Schedule: Seller's disclosures against the warranties

10. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for price adjustments

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

Manufacturing

Retail

Technology

Professional Services

Healthcare

Financial Services

Real Estate

Hospitality

Construction

Agriculture

Entertainment

Education

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Finance

Executive Leadership

Human Resources

Operations

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Financial Director

Head of Mergers & Acquisitions

Business Development Director

Commercial Director

Tax Director

Human Resources Director

Company Secretary

Risk Manager

Compliance Officer

Operations Director

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