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Intercompany Asset Transfer Agreement Template for Switzerland

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Key Requirements PROMPT example:

Intercompany Asset Transfer Agreement

"Need an Intercompany Asset Transfer Agreement to transfer manufacturing equipment and inventory valued at CHF 2.5 million from our Swiss parent company to our Geneva-based subsidiary, with completion planned for March 2025."

Document background
The Intercompany Asset Transfer Agreement is a crucial document used when companies within the same corporate group need to transfer assets between entities in Switzerland or involving Swiss entities. This agreement is particularly relevant in the context of corporate restructuring, group reorganizations, or strategic realignment of assets within a corporate structure. It must comply with Swiss law requirements, including the Swiss Code of Obligations, corporate law, and tax regulations, particularly regarding transfer pricing and VAT. The document typically includes detailed provisions on asset identification, valuation methods, warranties, tax implications, and closing mechanics. It's essential for ensuring proper documentation of internal transfers, maintaining corporate governance standards, and meeting regulatory compliance requirements. The agreement can cover various types of assets, from tangible assets to intellectual property rights, and may include provisions for employee transfers where relevant.
Suggested Sections

1. Parties: Identification of the transferor and transferee companies, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transfer, relationship between the parties, and purpose of the agreement

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

4. Subject Matter and Scope: Clear identification of assets being transferred and any excluded assets

5. Purchase Price and Payment Terms: Specification of consideration, payment method, timing, and any adjustments

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

7. Representations and Warranties: Standard representations regarding ownership, condition of assets, and authority to transfer

8. Tax Matters: Treatment of taxes arising from the transfer, including VAT considerations

9. Costs and Expenses: Allocation of transaction costs between parties

10. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Employee Matters: Required when transfer includes employees, addressing employment relationship transfers and related obligations

2. Intellectual Property: Needed when transfer includes IP rights, detailing transfer and licensing arrangements

3. Real Estate: Required for transfers involving real property, including specific Swiss law requirements for property transfers

4. Environmental Matters: Important when transferred assets have environmental implications or liabilities

5. Transition Services: Needed when ongoing support is required post-transfer

6. Data Protection: Required when transfer includes personal data or customer databases

7. Competition Law Compliance: Necessary for transfers that may have competition law implications

8. Intercompany Agreements: Required when existing intercompany agreements need to be terminated or modified

Suggested Schedules

1. Asset Register: Detailed inventory of all assets being transferred

2. Excluded Assets: List of specific assets excluded from the transfer

3. Contracts Schedule: List of contracts being transferred or assigned

4. Employee Schedule: List of transferring employees and their employment terms, if applicable

5. Intellectual Property Schedule: Detailed list of IP rights being transferred

6. Real Estate Schedule: Details of any real property being transferred

7. Form of Transfer Instruments: Templates for specific transfer documents required under Swiss law

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

9. Intercompany Balances: Statement of outstanding intercompany accounts to be settled

10. Tax Allocation Schedule: Breakdown of tax obligations and allocations between parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Manufacturing

Financial Services

Technology

Pharmaceuticals

Real Estate

Energy

Telecommunications

Professional Services

Industrial

Consumer Goods

Healthcare

Transport and Logistics

Construction

Natural Resources

Relevant Teams

Legal

Finance

Tax

Treasury

Corporate Development

Compliance

Risk Management

Accounting

Corporate Secretariat

Mergers & Acquisitions

Asset Management

Relevant Roles

Chief Financial Officer

General Counsel

Corporate Lawyer

Tax Director

Finance Director

Head of Corporate Development

Compliance Officer

Treasury Manager

Financial Controller

Corporate Secretary

Head of Legal

Mergers & Acquisitions Director

Asset Manager

Risk Manager

Transfer Pricing Specialist

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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