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Contract Of Sale Of Shares

Contract Of Sale Of Shares Template for Switzerland

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Key Requirements PROMPT example:

Contract Of Sale Of Shares

"I need a Contract Of Sale Of Shares for the sale of 100% of shares in my small Swiss private technology company to a local buyer, with completion planned for March 2025 - keep it simple and straightforward with basic warranties."

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Document background
The Contract Of Sale Of Shares is a fundamental document in Swiss corporate transactions, used when transferring ownership of shares in a company from one party to another. It is governed by Swiss law, particularly the Swiss Code of Obligations (CO) Articles 184-236 for sales contracts and Articles 620-763 for share-related matters. This agreement is essential for both private and public company transactions, though additional requirements apply for listed companies. The document serves multiple purposes: it evidences the transaction, sets out the terms and conditions of the sale, allocates risk between parties through warranties and indemnities, and establishes the mechanics for completing the transfer. It requires careful consideration of Swiss corporate law requirements, including any restrictions on share transfers in the company's articles of association and mandatory form requirements for share transfers.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal details

2. Background: Context of the transaction, including description of the company whose shares are being sold

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

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

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

7. Completion: Mechanics of closing the transaction, including timing and deliverables

8. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity

9. Buyer's Warranties: Warranties regarding buyer's capacity and authority

10. Limitations on Liability: Limitations on warranty claims and general liability

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Tax Covenants: Specific tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's future business activities, used when seller could compete with the company

3. Earn-out Provisions: Structure for additional payments based on future performance, used when price includes contingent elements

4. Employee Matters: Specific provisions regarding key employees or management, used when retention is crucial

5. Intellectual Property: Detailed IP provisions, used when IP is a key asset

6. Bank Financing: Provisions relating to external financing, used when purchase is leveraged

7. Transitional Services: Terms for post-completion services by seller, used when ongoing support is needed

Suggested Schedules

1. Share Details: Detailed description of shares being sold including share certificates

2. Company Information: Key details about the company including corporate documents

3. Warranties: Detailed warranties schedule

4. Disclosed Documents: List of documents disclosed against warranties

5. Properties: Details of company's real estate assets

6. Intellectual Property: List of IP rights and registrations

7. Material Contracts: Summary of key commercial contracts

8. Employees: List of employees and their key terms

9. Completion Requirements: Detailed list of completion deliverables

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

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Buyer
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Purchase Price
Seller
Shares
Share Certificates
Signing Date
Swiss GAAP
Tax
Transaction
Transaction Documents
Warranties
Working Capital
Business
Claims
Data Room
Disclosed Information
Due Diligence
Effective Date
Employees
Governmental Authority
Indemnities
Laws
Losses
Material Breach
Permitted Encumbrances
Related Parties
Representatives
Security Interest
Subsidiary
Third Party Rights
Working Day
Clauses
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Warranties and Representations
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnification
Liability Limitations
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Employee Matters
Intellectual Property
Material Contracts
Corporate Authority
Share Transfer Mechanics
Price Adjustment
Bank Accounts
Public Announcements
Further Assurance
Assignment
Amendments
Notices
Costs
Force Majeure
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Language
Survival
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Consumer Goods

Telecommunications

Media & Entertainment

Industrial

Agriculture

Construction

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Due Diligence

Corporate Secretariat

Compliance

Board of Directors

Executive Committee

Finance

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Manager

Corporate Secretary

Finance Director

Business Development Director

Board Member

Managing Director

Partner

Transaction Manager

Due Diligence Manager

Compliance Officer

Industries
Swiss Code of Obligations (CO): Primary source of contract law in Switzerland, particularly Articles 184-236 governing sales contracts and Articles 620-763 governing share-related matters in corporations
Swiss Civil Code: Provides fundamental legal principles and rules regarding legal capacity, good faith, and property rights that underpin share transactions
Federal Act on Financial Market Infrastructures (FMIA): Relevant if the shares being sold are in a listed company, governing disclosure requirements and trading regulations
Swiss Federal Act on Mergers, Demergers, Transformations and Transfer of Assets (Merger Act): May be applicable if the share sale constitutes a significant transfer of ownership requiring merger control notification
Federal Act on Stock Exchanges and Securities Trading (SESTA): Provides regulations for securities trading and may apply if the transaction involves listed shares
Federal Act on the Prevention of Money Laundering (AMLA): Relevant for compliance with anti-money laundering regulations in share transactions
Swiss Federal Act on International Private Law (PILA): Important if the share sale has international elements or involves foreign parties
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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