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A Share Purchase Agreement outlines the terms and conditions when buying or selling company shares in Switzerland. This binding contract spells out key details like the purchase price, payment schedule, and number of shares changing hands between the seller and buyer.

Under Swiss Code of Obligations, these agreements protect both parties by addressing crucial elements like warranties, representations, and potential liabilities. They're especially important in private company transactions, where shares aren't publicly traded. Good SPAs include clear conditions for closing the deal and specify what happens if things go wrong.

Use a Share Purchase Agreement any time you're buying or selling shares in a Swiss company, especially for private transactions where shares aren't traded on public markets. This becomes crucial during business acquisitions, investment rounds, or when restructuring company ownership.

The timing matters most during major ownership changes: company exits, succession planning, or bringing in new strategic investors. Swiss law requires clear documentation of share transfers, and a well-drafted SPA helps avoid disputes about price, payment terms, and seller warranties. It's particularly important when dealing with complex share structures or when the transaction involves significant value.

• Simple Share Purchase Agreement: Basic version for straightforward share transfers, ideal for small private companies and uncomplicated transactions
• Simple Stock Purchase Agreement: Streamlined format commonly used for minority stake sales or individual investor transactions
• Simple Share Sale Agreement: Focused on direct share sales between existing shareholders, with minimal conditions and warranties
• Founders Stock Purchase Agreement: Specialized version for startup scenarios, including vesting schedules and founder-specific provisions

• Company Shareholders: Both sellers and buyers of shares, from individual investors to institutional stakeholders, who need to document their ownership transfer
• Board Members: Often required to approve and oversee share transfers, especially in private Swiss companies with transfer restrictions
• Corporate Lawyers: Draft and review the agreements to ensure compliance with Swiss law and protect their clients' interests
• Company Secretaries: Handle administrative aspects, including updating the share register and ensuring proper documentation
• Financial Advisors: Help structure deals and verify financial terms, particularly in complex transactions or when determining share valuations

• Company Details: Gather accurate information about both companies, including commercial register numbers and registered addresses
• Share Information: Document the exact number, class, and nominal value of shares being transferred
• Purchase Terms: Define the price, payment schedule, and any conditions for completing the transaction
• Due Diligence: Review company articles, existing shareholder agreements, and board approval requirements
• Warranties: List key seller guarantees about share ownership, company status, and potential liabilities
• Closing Mechanics: Plan the sequence of signing, payment, and share transfer registration under Swiss law

• Party Details: Full legal names, addresses, and registration numbers of buyer, seller, and the company
• Share Description: Precise details of shares being sold, including class, nominal value, and certificate numbers
• Purchase Price: Clear statement of consideration and payment terms under Swiss Code of Obligations
• Representations: Seller's warranties about share ownership, company status, and financial condition
• Transfer Terms: Specific mechanics for executing the share transfer under Swiss law
• Governing Law: Express choice of Swiss law and jurisdiction for dispute resolution
• Signature Block: Proper execution format for all parties, including any required witnesses

A Share Purchase Agreement and a Shareholder Agreement serve different but complementary purposes in Swiss corporate law. While they're often used together, they address distinct aspects of company ownership and governance.

• Transaction vs. Ongoing Relationship: Share Purchase Agreements handle the one-time transfer of shares, while Shareholder Agreement governs ongoing relationships between shareholders
• Timing and Duration: SPAs conclude once the share transfer is complete, but Shareholder Agreements remain active throughout the shareholders' involvement
• Core Content: SPAs focus on purchase price, warranties, and transfer mechanics, while Shareholder Agreements cover voting rights, dividend policies, and exit procedures
• Legal Requirements: Under Swiss law, SPAs must detail specific transfer terms, while Shareholder Agreements establish broader governance rules