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Share Redemption Agreement

Share Redemption Agreement Template for Switzerland

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Key Requirements PROMPT example:

Share Redemption Agreement

"I need a Share Redemption Agreement for our Swiss private limited company to repurchase 15% of our shares from a retiring founder by March 2025, with payment to be made in three installments and including non-compete provisions."

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Document background
A Share Redemption Agreement is a crucial document used when a Swiss company decides to repurchase its own shares from existing shareholders. This type of agreement is particularly relevant in scenarios such as corporate restructuring, exit of shareholders, or implementation of share buyback programs. The document must comply with Swiss law, particularly the Swiss Code of Obligations (Articles 659-659b), which sets specific requirements for share redemptions including limitations on the percentage of share capital that can be repurchased and necessary reserves. The agreement typically includes detailed provisions on valuation, payment terms, tax implications, and required corporate approvals. It's essential for ensuring legal compliance, protecting both the company's and shareholders' interests, and maintaining proper corporate governance in accordance with Swiss regulatory requirements.
Suggested Sections

1. Parties: Identification of the Company and the Selling Shareholder(s)

2. Background: Context of the share redemption, including company details and reason for redemption

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Agreement to Redeem: Core agreement for the company to redeem shares from the selling shareholder

5. Purchase Price and Payment: Details of consideration and payment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Mechanics and timing of the completion process

8. Seller's Warranties: Warranties regarding ownership, authority to sell, and status of shares

9. Company's Warranties: Warranties regarding authority, corporate approval, and financial capacity

10. Tax Provisions: Treatment of taxes and responsibilities for tax payments

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed

2. Staggered Completion: Used when the redemption will occur in multiple tranches

3. Post-Completion Obligations: Required when there are continuing obligations after completion

4. Non-Competition: Included when the selling shareholder is restricted from competing activities

5. Board Approval: Detailed section on corporate approvals when complex approval structure is required

6. Shareholder Approval: Required when shareholder approval is needed for the redemption

7. Employee Matters: Included when the selling shareholder is also an employee/director

8. Foreign Exchange Provisions: Required when payment is made in non-Swiss currency

Suggested Schedules

1. Details of Shares: Detailed description of shares being redeemed including share certificates

2. Completion Requirements: Detailed list of documents and actions required at completion

3. Corporate Approvals: Copies of board and shareholder resolutions

4. Calculation of Purchase Price: Detailed methodology for calculating the redemption price

5. Form of Transfer Instrument: Template for share transfer documentation

6. Warranties: Detailed list of warranties given by the parties

7. Tax Calculations: Details of tax implications and calculations

8. Regulatory Filings: Forms and notifications required for regulatory compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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










































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Relevant Industries

Financial Services

Banking

Insurance

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Retail

Telecommunications

Energy

Consumer Goods

Industrial

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Governance

Treasury

Tax

Compliance

Corporate Secretariat

Board Secretariat

Investor Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Tax Director

Corporate Governance Officer

Compliance Officer

Board Member

Managing Director

Head of Legal

Head of Finance

Treasury Manager

Company Secretary

Corporate Lawyer

Financial Controller

Investment Manager

Shareholder Relations Manager

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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