Tax Certificate Sale Template for Switzerland

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Key Requirements PROMPT example:

Tax Certificate Sale

"I need a Tax Certificate Sale agreement for the purchase of multiple tax certificates from the Canton of Zurich, with payment to be made in three installments throughout 2025, and the agreement should include specific provisions for due diligence and compliance requirements for institutional investors."

Document background
The Tax Certificate Sale agreement is a specialized contract used in Switzerland when transferring rights to tax certificates between parties. These certificates typically represent tax claims or credits and are transferable under Swiss law subject to specific regulatory requirements. The document is essential when tax certificates are being sold to investors, financial institutions, or other eligible parties, whether for investment purposes or tax recovery. The agreement must comply with Swiss federal tax laws, cantonal regulations, and administrative procedures, while also addressing data protection requirements given the sensitive nature of tax information. It's commonly used in situations involving tax credit trading, debt collection, or investment strategies, and requires careful consideration of both federal and cantonal Swiss tax regulations.
Suggested Sections

1. Parties: Identification of the Seller (tax authority or certificate holder) and Buyer, including full legal names, addresses, and registration details

2. Background: Context of the tax certificate sale, including origin of the tax certificates and basis for the transfer

3. Definitions: Definitions of key terms used in the agreement, including 'Tax Certificate', 'Transfer Date', 'Purchase Price', and other relevant terms

4. Subject Matter of Sale: Detailed description of the tax certificate(s) being sold, including certificate numbers, issue dates, and face values

5. Purchase Price and Payment: Agreed purchase price, payment method, and timing of payment

6. Transfer and Assignment: Legal mechanism for transferring the tax certificate(s) and associated rights

7. Seller's Representations and Warranties: Warranties regarding ownership, validity, and transferability of the tax certificates

8. Buyer's Representations and Warranties: Confirmations regarding buyer's capacity and authority to purchase

9. Compliance Requirements: Obligations to comply with relevant Swiss tax laws and regulations

10. Closing Conditions: Conditions that must be met before the transfer can be completed

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

Optional Sections

1. Multiple Certificate Provisions: Additional provisions when multiple tax certificates are being sold in a single transaction

2. Installment Payment Terms: Detailed payment schedule when purchase price is paid in installments

3. Third Party Rights: Provisions regarding any third-party interests or claims on the tax certificates

4. Tax Indemnity: Specific indemnities related to tax liabilities or assessments

5. Confidentiality: Provisions for handling sensitive tax information when required

6. Force Majeure: Provisions for unforeseen circumstances affecting the transfer

7. Anti-Money Laundering Provisions: Additional compliance requirements for large transactions

Suggested Schedules

1. Schedule 1 - Tax Certificate Details: Detailed listing of all tax certificates being sold, including certificate numbers, issue dates, face values, and current status

2. Schedule 2 - Transfer Documentation: Forms and documents required by Swiss tax authorities for the transfer

3. Schedule 3 - Payment Schedule: Detailed payment terms and schedule if applicable

4. Schedule 4 - Due Diligence Documents: Copies of relevant documentation confirming validity and status of tax certificates

5. Appendix A - Administrative Forms: Required administrative forms for tax certificate transfer in the relevant canton

6. Appendix B - Compliance Certificates: Necessary compliance certificates and clearances from tax authorities

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

Relevant legal definitions
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Financial Services

Banking

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Finance Manager

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Industries
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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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