The Business Purchase Contract serves as the primary legal instrument for documenting and executing business acquisition transactions in Switzerland. It is essential when one entity intends to acquire another business, whether through an asset purchase or share transfer. This document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations (OR), and includes detailed provisions covering purchase price, warranties, representations, employee matters, and post-closing obligations. It's typically used in both domestic and cross-border transactions, requiring careful consideration of Swiss commercial law, tax implications, and regulatory requirements. The contract's structure and content may vary depending on the transaction's complexity, industry-specific requirements, and whether real estate or intellectual property transfers are involved.
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1. Parties: Identification and details of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms
6. Closing: Conditions precedent, closing mechanics, and timing of the transaction
7. Seller's Warranties: Comprehensive warranties regarding the business, its assets, and operations
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the transaction
9. Liability and Indemnification: Scope of liability, limitations, and indemnification obligations
10. Employees: Treatment of employees and related obligations under Swiss employment law
11. Confidentiality: Obligations regarding confidential information and announcement of the transaction
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Real Estate: Required when the transaction includes transfer of real property, addressing Lex Koller requirements
3. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets
4. Competition Restrictions: Non-compete and non-solicitation provisions, if agreed between parties
5. Transition Services: Include when the seller will provide post-closing services to the business
6. Environmental Matters: Required for businesses with environmental risks or compliance obligations
7. Data Protection: Detailed FADP compliance provisions for businesses handling significant personal data
8. Tax Covenants: Specific tax-related provisions when tax risks or special arrangements exist
1. Business Description: Detailed description of the business being transferred
2. Assets Schedule: Comprehensive list of tangible and intangible assets included in the sale
3. Excluded Assets: List of assets specifically excluded from the transaction
4. Employee Information: Details of transferring employees, their contracts and benefits
5. Real Estate Details: Property information and relevant certificates if real estate is included
6. Intellectual Property Register: List of all IP rights being transferred
7. Material Contracts: Summary of key contracts being transferred
8. Permitted Encumbrances: List of accepted liens or encumbrances on the business assets
9. Closing Checklist: List of all documents and actions required for closing
10. Accounts: Recent financial statements and management accounts of the business
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