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Share Transfer Agreement Template for Switzerland

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Key Requirements PROMPT example:

Share Transfer Agreement

"I need a Swiss Share Transfer Agreement for the sale of 100 shares in a private technology company from an individual seller to an individual buyer, with completion scheduled for March 15, 2025, including standard warranties and a basic non-compete clause."

Document background
A Share Transfer Agreement is a crucial document used in Swiss corporate transactions to formalize and execute the transfer of company shares between parties. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition scenarios, or for succession planning purposes. Under Swiss law, specific requirements must be met for the valid transfer of shares, including compliance with the Swiss Code of Obligations, consideration of any transfer restrictions in the company's articles of association, and proper documentation of the transaction. The agreement typically includes detailed provisions on purchase price, payment terms, representations and warranties, and closing conditions, while also addressing Swiss-specific requirements such as stamp duty considerations and corporate approval processes. The document serves as both a legal record of the transaction and a protective mechanism for all parties involved, ensuring clarity of terms and compliance with Swiss regulatory requirements.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Transfer: Detailed description of the shares being transferred, including number, class, and nominal value

5. Purchase Price: Specification of the purchase price, currency, and payment terms

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

7. Representations and Warranties of the Seller: Seller's warranties regarding share ownership, authority to sell, and company status

8. Representations and Warranties of the Buyer: Buyer's warranties regarding authority to purchase and financial capacity

9. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs

10. Notifications: Process for giving notices under the agreement

11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on company performance or other metrics - used when the final price depends on future calculations

2. Non-Competition: Restrictions on seller's competitive activities - relevant when seller has significant know-how or customer relationships

3. Board Changes: Provisions regarding changes in board composition - needed when transfer results in management changes

4. Shareholder Approval: Requirements for obtaining shareholder approval - necessary when required by articles of association

5. Bank Financing: Provisions relating to third-party financing - included when purchase is externally financed

6. Employee Matters: Provisions regarding key employees or management - relevant when transfer affects employment relationships

7. Intellectual Property: Special provisions for IP rights - important when company's value is largely in IP

8. Real Estate: Special provisions for company-owned real estate - needed when company owns significant property

Suggested Schedules

1. Share Details: Detailed description of shares including share certificates numbers and shareholding history

2. Disclosure Letter: Seller's disclosures against warranties

3. Company Information: Key company details including financial statements and material contracts

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

5. Form of Share Transfer Declaration: Template for the formal share transfer declaration under Swiss law

6. Board Resolution: Copy of board resolution approving the transfer (if required)

7. Payment Instructions: Detailed banking and payment information

8. Required Regulatory Approvals: List of required regulatory approvals and their status

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

Financial Services

Manufacturing

Technology

Real Estate

Professional Services

Healthcare

Retail

Energy

Telecommunications

Construction

Hospitality

Transportation and Logistics

Media and Entertainment

Agriculture

Mining and Natural Resources

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Tax

Risk Management

Corporate Secretariat

Treasury

Board Secretariat

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Compliance Officer

Corporate Development Manager

Investment Director

M&A Manager

Board Member

Finance Director

Tax Manager

Business Development Director

Risk 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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