The Simple Stock Purchase Agreement is a fundamental transaction document used in Switzerland for the transfer of company shares from one party to another. This document is particularly useful for straightforward share acquisitions where complex earn-out mechanisms or extensive warranties are not required. It complies with Swiss legal requirements, including the provisions of the Swiss Code of Obligations (OR) governing share transfers and corporate transactions. The agreement is commonly used in private company transactions, start-up investments, and small to medium-sized business acquisitions. It typically includes essential elements such as share identification, purchase price, payment terms, basic warranties, and closing mechanics. The document's structure reflects Swiss market practice while maintaining flexibility to accommodate specific transaction requirements. It's designed to be comprehensive enough to protect both parties' interests while remaining simpler than the more complex share purchase agreements used in larger corporate transactions.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total purchase price
5. Purchase Price and Payment: Payment terms, method, and timing of payment
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Representations and Warranties: Standard representations about share ownership, authority to sell, and company status
8. Buyer's Representations and Warranties: Basic representations about authority and capacity to purchase
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Taxes and Costs: Allocation of transaction taxes and costs
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
13. Execution: Signature blocks and date
1. Purchase Price Adjustments: Include when price may vary based on closing accounts or other metrics
2. Non-Competition: Include when seller needs to be restricted from competing post-sale
3. Earn-out Provisions: Include when part of purchase price is contingent on future performance
4. Board Composition: Include when buyer requires specific board representation post-closing
5. Employee Matters: Include when specific arrangements for key employees are needed
6. Security for Claims: Include when purchase price will be partially held in escrow
7. Break Fee: Include when parties want to specify damages for non-completion
8. Shareholders' Agreement Integration: Include when buyer must adhere to existing shareholders' agreement
1. Share Details: Details of shares being sold including share certificates numbers and share class
2. Closing Documents: List of documents required for closing
3. Company Information: Key details about the company including corporate registry excerpts
4. Disclosure Schedule: Exceptions to representations and warranties
5. Existing Encumbrances: List of any existing liens or encumbrances on the shares
6. Required Consents: List of third-party consents required for the transaction
7. Form of Share Transfer Declaration: Template for Swiss law share transfer declaration
8. Form of Board Resolution: Template for board approval of share transfer if required
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