Asset Purchase Agreement Template for Switzerland

An Asset Purchase Agreement spells out how one company buys specific assets from another in Swiss business deals. This legal contract details exactly which assets are being sold - from equipment and inventory to patents and customer lists - along with their agreed prices and transfer conditions.

Under Swiss Code of Obligations requirements, the agreement must clearly identify each asset, set payment terms, and address any liabilities or warranties. It differs from share deals because it lets buyers cherry-pick specific assets while leaving unwanted obligations behind. Swiss companies often prefer this approach when acquiring production facilities or business units without taking on the seller's full corporate structure.

Use an Asset Purchase Agreement when buying specific parts of a Swiss business without taking on the entire company. This contract works perfectly for acquiring individual assets like machinery, intellectual property, or client relationships while leaving behind unwanted liabilities or problematic contracts.

The agreement becomes essential during business restructuring, expansion into new markets, or when taking over productive assets from distressed companies. Swiss law requires detailed documentation of transferred assets, making this agreement vital for clean handovers. It's particularly valuable when dealing with regulated industries or when maintaining existing business relationships depends on precise asset identification.

• Inventory Purchase Agreement: Focuses specifically on stock and inventory transfers, with detailed provisions for valuation and quality standards
• Customer List Purchase Agreement: Specialized for transferring customer relationships and data, including Swiss privacy law compliance measures
• Share Sale Agreement: Used when the transaction includes company ownership stakes rather than just assets
• Member Interest Purchase Agreement: Tailored for transferring LLC membership interests alongside specific assets
• Forward Share Purchase Agreement: Structures future asset acquisitions with predetermined terms and conditions

• Buying Companies: Swiss corporations, LLCs, or international firms looking to acquire specific business assets while minimizing liability exposure
• Selling Companies: Businesses divesting assets, restructuring operations, or selling portions of their enterprise to raise capital
• Corporate Lawyers: Draft and review agreements to ensure compliance with Swiss merger laws and Code of Obligations requirements
• Financial Advisors: Help structure deals, determine asset valuations, and advise on tax implications
• Regulatory Bodies: Monitor transactions for competition law compliance and industry-specific requirements, especially in regulated sectors

• Asset Inventory: Create a detailed list of all assets being transferred, including exact descriptions, locations, and current market values
• Company Details: Gather complete legal names, registration numbers, and authorized signatories for both buyer and seller
• Due Diligence: Review asset ownership documentation, existing contracts, and any encumbrances or liens
• Purchase Terms: Define payment structure, timing, and any conditions precedent under Swiss law
• Compliance Check: Verify industry-specific regulations and competition law requirements
• Documentation: Use our platform to generate a Swiss-compliant agreement that includes all required elements and protections

• Party Details: Full legal names, addresses, and registration numbers of buyer and seller under Swiss commercial registry requirements
• Asset Description: Precise identification of all assets being transferred, including physical location and condition
• Purchase Price: Clear payment terms, currency, and any value-added tax implications
• Transfer Timing: Specific closing date and conditions for asset handover under Swiss Code of Obligations
• Warranties: Seller's guarantees about asset ownership, condition, and absence of encumbrances
• Governing Law: Express choice of Swiss law and jurisdiction for dispute resolution
• Signatures: Authorized signatories' details and proper execution format

An Asset Purchase Agreement differs significantly from a Share Purchase Agreement in Swiss business transactions. While both facilitate business acquisitions, they serve distinct purposes and carry different legal implications under Swiss law.

• Scope of Transfer: Asset Purchase Agreements allow buyers to select specific assets, while Share Purchase Agreements transfer ownership of the entire company through share acquisition
• Liability Treatment: Asset purchases typically leave historical liabilities with the seller, whereas share purchases transfer all company obligations to the new owner
• Tax Implications: Asset deals often trigger Swiss VAT on individual transfers, while share deals may qualify for tax-neutral restructuring benefits
• Complexity of Transfer: Asset deals require individual documentation for each asset transfer, while share deals need only one transfer in the share register
• Third-Party Consents: Asset transfers may require multiple contract assignments and permits, whereas share deals usually maintain existing business relationships intact