The Simple Share Sale Agreement under Swiss law is essential for documenting the transfer of shares in Swiss companies where a streamlined approach is appropriate. This document type is particularly suitable for smaller transactions or those between parties who have already conducted thorough due diligence. It covers the fundamental aspects of a share transfer including identification of the parties and shares, purchase price, completion mechanics, and basic warranties, while complying with Swiss legal requirements, particularly the Swiss Code of Obligations. The agreement is commonly used in private company transactions where the parties seek to minimize complexity and legal costs while maintaining legal certainty. It's designed to be more concise than a full share purchase agreement while still providing adequate protection for both parties in a straightforward share transfer.
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1. Parties: Identification of the Seller and Purchaser with full legal details
2. Background: Context of the transaction, including details about the Company whose shares are being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core provision defining the shares being sold and the agreement to sell and purchase
5. Purchase Price: Specification of the price and payment terms
6. Completion: Mechanics and timing of the transfer, including actions required at completion
7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Basic warranties regarding authority to purchase and financial capacity
9. Confidentiality: Obligations regarding transaction confidentiality
10. Notices: Process for formal communications between parties
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
12. Entire Agreement: Standard boilerplate confirming the agreement represents the entire understanding between parties
1. Pre-Completion Obligations: Used when there's a gap between signing and completion, specifying how the business should be conducted during this period
2. Conditions Precedent: Include when completion is subject to specific conditions being met
3. Price Adjustment: Required when the price may be adjusted based on completion accounts or other mechanisms
4. Non-Competition: Include when the seller needs to be restricted from competing post-sale
5. Tax Covenant: Used for larger transactions where specific tax protections are required
6. Break Fee: Include when parties want to specify compensation if the deal fails
7. Board Resignations: Required when seller-appointed directors need to resign at completion
8. Transitional Services: Include when the seller needs to provide temporary support post-completion
1. Details of the Company: Complete corporate information including registration number, registered office, directors, share capital structure
2. Details of the Shares: Specific description of shares being sold including share numbers, certificates, and any encumbrances
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties if extending beyond basic warranties in main agreement
5. Form of Resignation Letters: Template resignation letters for departing directors if applicable
6. Form of Share Transfer Form: Template for Swiss law compliant share transfer documentation
7. Existing Encumbrances: List of any existing charges or encumbrances on the shares or company assets
8. Corporate Documents: Copies of key corporate documents including articles of association and shareholders' agreements
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