The Share Purchase Agreement (SPA) is a fundamental transaction document used in Swiss M&A practice for the acquisition of shares in private companies. It serves as the primary contract governing the transfer of ownership between sellers and buyers, incorporating requirements under Swiss law, particularly the Swiss Code of Obligations. This document is essential when acquiring partial or full ownership of a company through share acquisition, as opposed to asset purchases. The SPA details crucial elements including purchase price mechanisms, payment terms, warranties and representations, conditions precedent, closing mechanics, and post-closing obligations. It must comply with Swiss formal requirements for share transfers while also addressing practical commercial concerns such as tax implications, regulatory approvals, and risk allocation between parties. The agreement is typically preceded by due diligence and may be accompanied by ancillary documents such as shareholders' agreements or employment contracts for key personnel.
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let tiktok成人版'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, including 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 number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required
8. Warranties: Seller's representations and warranties about the company and shares
9. Limitations on Liability: Limitations on warranty claims and other liability provisions
10. Indemnification: Indemnification obligations and procedures
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Taxes: Tax-related provisions, including allocations and responsibilities
14. Further Assurance: Obligations to take additional actions to implement the agreement
15. Notices: Process for formal communications between parties
16. Assignment: Restrictions on transfer of rights under the agreement
17. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
18. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
1. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities, used when seller has significant knowledge or relationships
2. Bank Guarantee/Escrow: Security arrangements for purchase price or warranties, used in higher-risk transactions
3. Earn-out Provisions: Additional payment terms based on future performance, used when parties cannot agree on fixed value
4. Management Agreements: Terms for ongoing management involvement, used when key managers are selling shareholders
5. Intellectual Property Rights: Special provisions for IP transfer or protection, used when IP is a significant asset
6. Real Estate: Special provisions for company's real estate, used when real estate is a material asset
7. Environmental Matters: Environmental warranties and indemnities, used in industries with environmental risks
8. Data Protection: Specific provisions for handling personal data, used when significant data assets are involved
9. Employee Matters: Special provisions regarding employees, used when employment issues are material
1. Details of the Company: Corporate information including shareholding structure and subsidiaries
2. Warranties: Detailed warranties about the company, its business and assets
3. Properties: List and details of real estate owned or leased by the company
4. Intellectual Property: List of IP rights owned or licensed by the company
5. Material Contracts: Summary of key contracts and commitments
6. Employees: List of employees and their key terms of employment
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Disclosed Documents: List of documents disclosed against the warranties
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Form of Board Resolutions: Template board resolutions approving the transfer
11. Tax Deed: Detailed tax covenant and related provisions
12. Data Room Index: Index of documents provided in due diligence
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Life Sciences
Media and Entertainment
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Treasury
Executive Leadership
Due Diligence
Investment
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Finance Director
Investment Manager
Corporate Development Director
Due Diligence Manager
Transaction Manager
Risk Manager
Company Secretary
Board Member
Chief Operating Officer
Private Equity Manager
Investment Banker
Tax Director
Compliance Officer
Find the exact document you need
Standard Form Of Contract In (Construction)
A standardized construction contract template compliant with Swiss law and SIA norms, providing a comprehensive framework for construction projects in Switzerland.
find out more
Non Binding Contract
A Non-Binding Contract under Swiss law that formalizes preliminary agreements while maintaining non-binding status, suitable for various business relationships and negotiations.
find out more
Legal Contract
A Swiss law-governed legal contract providing a structured framework for binding agreements, compliant with the Swiss Code of Obligations.
find out more
Rent Agreement Draft
Swiss-law compliant rental agreement template for residential or commercial properties, aligned with the Swiss Code of Obligations and cantonal requirements.
find out more
Staff Agreement Letter
A formal employment offer letter compliant with Swiss law that outlines key employment terms and conditions while serving as an initial employment contract document.
find out more
Option Contract (Real Estate)
A Swiss law-governed agreement granting the right to purchase or sell real estate at predetermined terms within a specified period, subject to cantonal notarization requirements.
find out more
Common Agreement
A flexible legal agreement governed by Swiss law, suitable for establishing various types of contractual relationships between parties under Swiss jurisdiction.
find out more
Agreement To Lease
A Swiss-law governed agreement establishing terms and conditions for property lease between landlord and tenant, compliant with Swiss federal and cantonal requirements.
find out more
Professional Services Agreement
Swiss law-governed Professional Services Agreement establishing terms between service provider and client, compliant with Swiss Code of Obligations.
find out more
Bilateral Contract
A Swiss law-governed bilateral contract establishing mutual rights and obligations between two parties, structured according to Swiss legal requirements.
find out more
Legal Agreement Between Two Parties
A Swiss law-governed bilateral agreement template for establishing contractual relationships between two parties, compliant with the Swiss Code of Obligations.
find out more
Legal Binding Contract
A Swiss law-governed binding contract establishing enforceable rights and obligations between parties under the Swiss Code of Obligations.
find out more
Written Agreement
A formal contract document governed by Swiss law that establishes legally binding obligations between parties, following Swiss Code of Obligations requirements.
find out more
Simple Agreement
A basic contractual document under Swiss law designed to formalize straightforward business arrangements between parties.
find out more
Side Agreement
A Swiss law-governed supplementary agreement that modifies or clarifies specific terms of an existing main agreement while maintaining the original contract's core structure.
find out more
Mutual Agreement Between Two Parties
A Swiss law-governed mutual agreement establishing bilateral obligations and rights between two parties, compliant with the Swiss Code of Obligations.
find out more
Incorporation Agreement
A legal document governed by Swiss law that establishes the framework for creating a new company, defining shareholder relationships and corporate structure.
find out more
Casual Worker Contract
A Swiss law-governed Casual Worker Contract establishing flexible working arrangements with no guaranteed hours, compliant with Swiss employment regulations.
find out more
Business Transfer Agreement
A Swiss law-governed agreement documenting the complete transfer of a business, including assets, employees, and liabilities, from one entity to another.
find out more
Boilerplate Agreement
A Swiss law-governed template agreement providing a standardized framework for commercial relationships, compliant with Swiss legal requirements.
find out more
Amended Contract
A Swiss law-governed document that formally modifies an existing contract while maintaining its core structure and legal validity.
find out more
Representation Agreement
A Swiss law-governed agreement establishing the terms and scope of authority for a representative to act on behalf of a principal.
find out more
Preliminary Agreement
A Swiss law-governed framework document outlining terms and conditions for negotiating a potential transaction or business relationship, including both binding and non-binding provisions.
find out more
Notary Rent Agreement
A notarized lease agreement under Swiss law that establishes a formal rental relationship between parties, with legal verification through notarial authentication.
find out more
Model Tenancy Agreement
A standardized residential lease agreement template compliant with Swiss tenancy law and federal regulations.
find out more
Prenuptial Agreement
A notarized agreement under Swiss law that establishes property rights and financial arrangements between prospective spouses before marriage.
find out more
Commercial Lease Form
Swiss law-governed commercial lease agreement for business premises, incorporating federal and cantonal requirements for commercial property rental.
find out more
Simple Car Sale Agreement
Swiss law-governed agreement template for vehicle sales, covering essential terms for transfer of ownership and registration under Swiss regulations.
find out more
Contra Agreement
A Swiss law-governed agreement establishing terms for the exchange of goods or services between parties without monetary payment.
find out more
Catering Contract
Swiss law-governed agreement establishing terms and conditions for catering services, incorporating federal and cantonal requirements for food service provision.
find out more
Employment Contract Form
Swiss-law compliant employment contract template establishing key terms and conditions of employment relationship under Swiss jurisdiction.
find out more
Contractual Agreement
A Swiss law-governed agreement establishing binding obligations between parties, structured according to Swiss Code of Obligations requirements.
find out more
Security Agreement Form
A Swiss law-governed agreement establishing security interests over assets, detailing terms of pledge or assignment and enforcement rights under Swiss law.
find out more
Labour Contract Agreement For Construction Of House
Swiss-law governed labor contract agreement for house construction projects, incorporating federal labor laws and cantonal building regulations.
find out more
Partnership Agreement
A Swiss law-governed agreement establishing a partnership between two or more parties, defining their rights, obligations, and business relationship.
find out more
Business Cooperation Agreement
Swiss-law governed agreement establishing terms and conditions for business cooperation between multiple parties, including scope, responsibilities, and mutual obligations.
find out more
Employee Training Reimbursement Agreement
A Swiss-law agreement setting out terms for employer-funded professional training and employee reimbursement obligations.
find out more
Tenancy Agreement
Swiss law-compliant agreement establishing terms and conditions for property rental in Switzerland, governed by the Swiss Code of Obligations and cantonal regulations.
find out more
Confidentiality And Non Disclosure Agreement
Swiss law-governed confidentiality agreement protecting sensitive business information exchange between parties, compliant with Swiss legal requirements.
find out more
Rental Contract
A legally binding agreement under Swiss law governing property rental arrangements, outlining rights and obligations of landlords and tenants in Switzerland.
find out more
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 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)