The Shares Sale And Purchase Agreement is a crucial document in Swiss M&A transactions, used when transferring ownership of company shares from one party to another. It is governed by Swiss law, particularly the Swiss Code of Obligations, and must comply with Swiss corporate law requirements. The document serves multiple purposes: it establishes the legal framework for the transaction, sets out the rights and obligations of all parties, details the purchase price and payment terms, provides warranties and indemnities, and addresses regulatory compliance requirements. It is commonly used in both private and public company transactions, though additional requirements apply for listed companies. The agreement typically requires careful consideration of Swiss-specific elements such as transfer restrictions, tax implications, and where applicable, Lex Koller restrictions for foreign investors acquiring Swiss real estate companies.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
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 target company, and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and basic sale obligations
5. Purchase Price: Amount, currency, and payment terms for the shares
6. Closing: Timing, location, and mechanics of the closing process
7. Closing Conditions: Conditions precedent that must be satisfied before closing obligations arise
8. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company
9. Buyer's Warranties: Basic representations and warranties given by the buyer
10. Warranty Limitations: Limitations on warranty claims including time limits and financial thresholds
11. Pre-Closing Obligations: Conduct of business requirements between signing and closing
12. Confidentiality: Obligations regarding confidential information and announcement restrictions
13. Taxes: Tax-related provisions, indemnities, and allocations
14. Notices: Process and requirements for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
16. Execution: Signature blocks and execution formalities
1. Post-Closing Price Adjustment: Mechanism for adjusting the purchase price based on closing accounts, used when final price depends on company's financial position at closing
2. Earn-out Provisions: Additional payment terms based on future performance, included when part of purchase price is contingent on future events
3. Non-Competition: Restrictions on seller's competitive activities, included when seller could compete with target business
4. Employee Matters: Specific provisions regarding employees and benefits, important when workforce retention is critical
5. Intellectual Property: Specific IP-related provisions, crucial when IP is a key asset
6. Real Estate: Specific provisions for real estate owned by target company, required when significant property assets exist
7. Environmental Matters: Environmental warranties and indemnities, important for companies with environmental exposure
8. Data Protection: Specific provisions regarding personal data and privacy, crucial for data-intensive businesses
9. Regulatory Compliance: Industry-specific regulatory provisions, needed for regulated industries
10. Bank Financing: Provisions relating to third-party financing, included when purchase is externally financed
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Shares Being Sold: Detailed description of shares including share numbers and certificates
3. Warranties: Detailed warranties given by the seller
4. Disclosure Letter: Exceptions and qualifications to the warranties
5. Real Estate: List and details of all real estate owned or leased
6. Intellectual Property: List of IP rights owned or licensed
7. Material Contracts: Summary of key contracts affecting the business
8. Employee Information: List of employees and their key terms of employment
9. Closing Documents: Forms of documents to be delivered at closing
10. Data Room Index: Index of documents disclosed during due diligence
11. Accounts: Recent financial statements and management accounts
12. Bank Accounts: Details of company bank accounts and signatories
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation
Telecommunications
Consumer Goods
Industrial
Life Sciences
Media and Entertainment
Agriculture
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretariat
Treasury
Risk Management
Executive Leadership
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Corporate Development Manager
Finance Director
Legal Director
Board Member
Company Secretary
Tax Director
Due Diligence Manager
Compliance Officer
Transaction Manager
Find the exact document you need
Agreement For Sale Of Property
A Swiss law-governed agreement documenting the legal transfer of property ownership between seller and buyer, requiring notarization and official registration.
find out more
Horse Purchase Contract
A Swiss law-governed contract for the purchase and sale of horses, incorporating mandatory Swiss legal requirements and animal trading regulations.
find out more
Deed Of Sale With Assumption Of Mortgage
A Swiss legal document enabling property sale with transfer of existing mortgage obligations, requiring notarization under Swiss law.
find out more
Simple Sales Commission Agreement
Swiss-law governed agreement establishing commission-based sales representation terms between a principal company and sales agent.
find out more
Harmless Agreement
A Swiss law-governed agreement where one party agrees to indemnify and hold another party harmless from specified risks and legal liabilities.
find out more
Lease To Purchase Contract
A Swiss law-governed agreement combining property lease terms with a future purchase option, structured according to Swiss Code of Obligations requirements.
find out more
For Sale By Owner Real Estate Contract Form
A Swiss-law governed contract template for private property sellers conducting real estate sales without agent representation, incorporating federal and cantonal legal requirements.
find out more
Car Sale Agreement Form
A Swiss law-governed agreement documenting the sale and purchase of a motor vehicle, including essential transaction details and compliance requirements.
find out more
Real Estate Purchase Offer
A binding offer to purchase real estate in Switzerland, structured according to Swiss federal and cantonal property law requirements.
find out more
Sale Deed Agreement
A notarized agreement under Swiss law documenting the transfer of real property ownership from seller to buyer, requiring land registry registration.
find out more
Deed Of Absolute Sale Land
A notarized Swiss legal document that transfers absolute ownership of land from seller to buyer, complying with Swiss federal and cantonal requirements.
find out more
Conditional Sale Agreement Property
A Swiss law-governed agreement for the conditional sale of property, subject to specific conditions being met before final transfer of ownership.
find out more
Wholesale Contract
Swiss law-governed agreement establishing terms and conditions for wholesale trading relationships, including ordering, pricing, delivery, and quality standards.
find out more
Simple Land Sale Contract
A notarized contract governed by Swiss law for the sale and transfer of real estate property, requiring public deed format and land registry registration.
find out more
Sale Agreement Online
Swiss law-governed online sale agreement template for e-commerce transactions, covering essential sales terms and regulatory compliance.
find out more
Purchase Agreement For House For Sale By Owner
A Swiss law-governed agreement for the direct sale of residential property between owner and buyer, requiring notarization and compliance with Swiss property transfer regulations.
find out more
Agreement To Sell Personal Property
A Swiss-law governed contract facilitating the sale and transfer of personal property between parties, compliant with Swiss Civil Code and Code of Obligations requirements.
find out more
Selling Contract
A Swiss law-governed contract documenting the sale of goods between parties, outlining essential terms including price, delivery, and warranties.
find out more
Agreement For Sale Without Possession
Swiss law agreement for asset sales where legal ownership transfers before physical possession, with comprehensive interim period provisions.
find out more
Retail Installment Sales Contract
A Swiss law-governed agreement for retail sales with installment payments, compliant with Swiss consumer protection and credit regulations.
find out more
Contract For Dog Purchase
Swiss-law governed agreement for dog sale and purchase, incorporating animal welfare requirements and ownership transfer terms.
find out more
Registered Agreement For Sale
A Swiss law-governed agreement for the formal transfer of real estate property ownership, requiring notarization and registration in the Swiss land registry.
find out more
Token Sale Agreement
A Swiss law-governed agreement for the sale and purchase of digital tokens, compliant with Switzerland's crypto-asset regulations and DLT Act.
find out more
Bill Of Sale Asset Purchase Agreement
A Swiss law-governed agreement documenting the sale and transfer of assets between parties, detailing terms, conditions, and purchase specifics.
find out more
Offer Agreement
A formal commercial document under Swiss law that outlines the terms and conditions of an offer made by one party to another, serving as the foundation for contract formation.
find out more
International Sales Representative Agreement
Swiss law-governed agreement establishing terms for international sales representation, including territory rights, commissions, and obligations.
find out more
International Sales Commission Agreement
Swiss law-governed agreement establishing terms for international sales commission arrangements between a principal and sales agent.
find out more
Deed Of Sale Form
A notarized legal document for property transfer in Switzerland, complying with Swiss Civil Code requirements and local cantonal regulations.
find out more
Absolute Deed Of Sale Of Motor Vehicle
A Swiss law-governed deed that documents the complete and unconditional sale and transfer of ownership of a motor vehicle between parties.
find out more
Sale And Leaseback Contract
A Swiss law-governed agreement combining property sale with immediate leaseback arrangements, enabling property monetization while maintaining operational use.
find out more
Commercial Real Estate Purchase And Sale Agreement
Swiss law-governed agreement for the purchase and sale of commercial real estate, including all necessary provisions for property transfer under Swiss regulations.
find out more
Vehicle Purchase Agreement
A Swiss law-governed agreement for the sale and purchase of a vehicle, including terms for transfer of ownership, payment, and warranties.
find out more
Real Estate Contract Form
Swiss-law compliant real estate contract form for property transactions, incorporating federal and cantonal requirements including notarization provisions.
find out more
Non Competition Agreement Sale Of Business
Swiss law non-competition agreement protecting buyer's interests following a business sale, including competitive restrictions and enforcement mechanisms.
find out more
Gas Sale Agreement
A Swiss law-governed agreement establishing terms and conditions for natural gas sale and purchase, including quantity, quality, delivery, and pricing provisions.
find out more
General Sales Agreement
A Swiss law-governed agreement establishing terms and conditions for the sale of goods between parties, aligned with the Swiss Code of Obligations.
find out more
Non Exclusive Sales Representative Agreement
Swiss law-governed agreement appointing a non-exclusive sales representative to promote and sell products/services, structured under Swiss Code of Obligations requirements.
find out more
Property Sale Contract
A notarized agreement under Swiss law for the sale and purchase of real estate property, detailing terms of transfer and ownership.
find out more
International Sales Contract
Swiss law-governed international sales contract for cross-border commercial transactions, incorporating CISG and Swiss Code of Obligations provisions.
find out more
Shares Sale And Purchase Agreement
A Swiss law-governed agreement for the sale and purchase of company shares, outlining terms, conditions, and obligations of the transaction parties.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)