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Business Sell Agreement Template for Switzerland

A comprehensive legal document governed by Swiss law that facilitates the transfer of ownership of a business from one party to another. This agreement outlines all aspects of the business sale transaction, including the purchase price, assets or shares being transferred, warranties and representations, employee matters, and post-completion obligations. It ensures compliance with Swiss legal requirements, particularly the Swiss Code of Obligations, and includes provisions for due diligence, regulatory approvals, and tax considerations. The document serves as the primary instrument for executing the transaction and protecting both parties' interests under Swiss jurisdiction.

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What is a Business Sell Agreement?

The Business Sale Agreement is a crucial document used in Switzerland when transferring ownership of a business entity, whether through an asset or share sale. It is essential for transactions ranging from small business transfers to large corporate acquisitions, providing a legally binding framework under Swiss law. The agreement comprehensively addresses all aspects of the sale, including asset valuation, employee transitions, regulatory compliance, and post-sale obligations. It must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and relevant commercial laws. This document is typically prepared following initial negotiations and due diligence, and often requires input from various professional advisors to ensure all legal, financial, and operational aspects are properly addressed. The Business Sale Agreement serves as the cornerstone document that protects both parties' interests and provides clarity on their respective rights and obligations throughout the transaction process.

What sections should be included in a Business Sell Agreement?

1. Parties: Identification of the seller and buyer, 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: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (assets/shares) and the basis of sale

5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the business, assets, and liabilities

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

11. Tax Matters: Tax-related provisions, indemnities, and allocation of tax liabilities

12. Employee Matters: Treatment of employees and related liabilities post-completion

13. Confidentiality: Obligations regarding confidential information and announcements

14. Non-Competition: Restrictions on seller's competing activities post-completion

15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Business Sell Agreement?

1. Earnout Provisions: Used when part of the purchase price is contingent on future performance

2. Intellectual Property Rights: Detailed section required when IP assets are a significant part of the business

3. Real Estate: Required when the business owns or leases significant real estate assets

4. Environmental Matters: Necessary for businesses with environmental risks or compliance requirements

5. Data Protection: Detailed provisions required when significant personal data is being transferred

6. Pensions: Required when the business has pension schemes or retirement benefit obligations

7. Transitional Services: Used when the seller will provide services to the business post-completion

8. Bank Financing: Required when the purchase is funded through bank financing

9. Material Contracts: Detailed provisions for handling key business contracts requiring consent for transfer

What schedules should be included in a Business Sell Agreement?

1. Business Assets: Detailed list of all assets included in the sale

2. Excluded Assets: List of assets specifically excluded from the sale

3. Properties: Details of owned and leased properties

4. Intellectual Property: List of all IP rights owned or used by the business

5. Employee Information: List of employees and their key employment terms

6. Material Contracts: List and copies of key business contracts

7. Warranties: Detailed warranties given by the seller

8. Completion Requirements: Detailed list of completion deliverables

9. Permitted Encumbrances: List of permitted liens and encumbrances on assets

10. Tax Computations: Relevant tax calculations and allocations

11. Form of Transfer Documents: Templates for various transfer documents required at completion

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use

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