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Company Sales Agreement for Switzerland

Company Sales Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that documents the terms and conditions for the sale and purchase of a company, whether through a share deal or asset deal. The agreement incorporates essential provisions required under Swiss corporate law, particularly the Swiss Code of Obligations, and addresses key aspects such as purchase price, warranties, liability limitations, and completion mechanics. It includes specific provisions for regulatory compliance, employee transfers, and tax implications under Swiss jurisdiction, while providing a framework for the transaction's execution and post-completion obligations.

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Company Sales Agreement

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What is a Company Sales Agreement?

The Company Sales Agreement is a fundamental transaction document used in Swiss corporate acquisitions to formalize the sale and purchase of a business entity. This agreement is essential when transferring ownership of a Swiss company or its assets, requiring compliance with Swiss corporate law, particularly the Swiss Code of Obligations (OR/CO) and related regulations. It serves as the primary document outlining the transaction structure, purchase price mechanics, warranties, indemnities, and completion procedures. The agreement must address specific Swiss legal requirements regarding employee transfers, tax implications, and where applicable, merger control regulations. It's typically used in both private and public company acquisitions, though the complexity and specific provisions may vary based on the transaction size and nature of the business being sold.

What sections should be included in a Company Sales Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the company being sold

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the object of sale and purchase price

5. Purchase Price and Payment: Detailed price structure, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process and requirements for closing the transaction

9. Seller's Warranties: Representations and warranties given by the seller

10. Purchaser's Warranties: Representations and warranties given by the purchaser

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

12. Tax Matters: Tax-related provisions and allocations of responsibility

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Rules for public announcements about the transaction

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

17. Execution: Signature blocks and execution formalities

What sections are optional to include in a Company Sales Agreement?

1. Employee Matters: Specific provisions regarding employee transfers, to be included when employees are part of the transaction

2. Real Estate: Special provisions for company-owned real estate, required when real property is involved

3. Intellectual Property: Detailed IP provisions, necessary when the company has significant IP assets

4. Environmental Matters: Environmental warranties and indemnities, required for companies with environmental risks

5. Post-Completion Covenants: Non-compete and other post-completion obligations, included when required by commercial context

6. Earn-out Provisions: Structure for additional payments based on future performance, included when part of purchase price is contingent

7. Data Protection: Specific provisions for handling personal data, required when significant customer or employee data is involved

8. Competition Law Compliance: Required when transaction meets merger control thresholds

What schedules should be included in a Company Sales Agreement?

1. Company Information: Detailed information about the target company including corporate documents

2. Warranties: Detailed list of seller's warranties

3. Properties: Details of owned and leased properties

4. Intellectual Property Rights: List of IP assets and registrations

5. Material Contracts: List and copies of key contracts

6. Employees: List of employees and employment terms

7. Completion Requirements: Detailed list of completion deliverables

8. Permitted Leakage: List of permitted value extractions in locked box deals

9. Bank Accounts: Details of company bank accounts and signatories

10. Data Room Index: Index of due diligence materials provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Cost

Free to use
Relevant legal definitions























































Clauses






































Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Industrial

Energy

Transportation

Hospitality

Agriculture

Construction

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Mergers & Acquisitions Director

Company Secretary

Business Development Director

Investment Manager

Transaction Manager

Due Diligence Manager

Corporate Development Director

Finance Director

Tax Director

Compliance Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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