Buy-Sell Agreement Template for Switzerland

A Buy-Sell Agreement protects Swiss business owners by setting clear rules for buying and selling company shares when key events occur, like retirement, disability, or death. It works like a pre-arranged safety net, ensuring business continuity and preventing ownership disputes under Swiss corporate law.

Swiss companies often structure these agreements to align with mandatory inheritance rules and tax regulations. The agreement typically sets the share price formula, payment terms, and funding methods - commonly through life insurance policies or dedicated reserve funds. This helps avoid costly conflicts and keeps the business running smoothly during ownership transitions.

Swiss businesses need a Buy-Sell Agreement right from their founding, especially when multiple shareholders are involved. This vital document becomes crucial during major transitions: when owners plan to retire, face serious illness, or want to sell their shares. It's particularly important for family businesses navigating succession planning under Swiss inheritance laws.

The agreement proves invaluable when shareholders disagree about company direction or when personal bankruptcy threatens business stability. Swiss companies with foreign investors especially benefit from these agreements, as they help navigate cross-border ownership transfers and maintain compliance with local corporate regulations. Early implementation prevents costly disputes and protects business continuity.

• Buyout Agreement: Focuses on complete ownership transfers, typically used when one partner exits the business entirely
• Buy Sell Contract: Standard cross-purchase agreement where remaining shareholders directly purchase departing member's shares
• Buy Sale Agreement: Entity-purchase structure where the company itself buys back shares from departing members
• Asset Purchase And Sale Agreement: Specialized version for selling specific business assets rather than shares

• Business Partners/Shareholders: Primary parties who sign and are bound by the Buy-Sell Agreement, including majority and minority shareholders in Swiss SMEs
• Corporate Lawyers: Draft and review agreements to ensure compliance with Swiss corporate law and cantonal regulations
• Board Members: Approve and oversee implementation, especially in larger corporations with formal governance structures
• Family Business Owners: Use these agreements for succession planning while respecting Swiss inheritance laws
• Financial Advisors: Help structure funding mechanisms and determine fair valuation methods for share transfers

• Company Details: Gather current ownership structure, articles of association, and shareholder registry
• Valuation Method: Decide on share valuation formula considering Swiss accounting standards
• Trigger Events: Define specific circumstances activating the agreement (retirement, death, incapacity)
• Funding Strategy: Plan how share purchases will be financed, including insurance policies if needed
• Tax Implications: Document potential cantonal and federal tax consequences of share transfers
• Digital Solution: Use our platform to generate a compliant Buy-Sell Agreement template, ensuring all Swiss legal requirements are met

• Party Identification: Full legal names, addresses, and roles of all shareholders and the company
• Transfer Triggers: Clear definition of events activating mandatory share transfers under Swiss law
• Valuation Method: Detailed formula for calculating share price, aligned with Swiss accounting standards
• Payment Terms: Specific timeframes and methods for completing share purchases
• Dispute Resolution: Designated Swiss jurisdiction and arbitration procedures
• Inheritance Provisions: Compatibility statements with Swiss inheritance law requirements
• Tax Considerations: References to applicable cantonal and federal tax obligations

A Buy-Sell Agreement differs significantly from a Cost Sharing Agreement in both purpose and application within Swiss business law. While both deal with business relationships, they serve distinct functions and apply in different scenarios.

• Primary Purpose: Buy-Sell Agreements govern ownership transitions and company succession, while Cost Sharing Agreements structure how multiple parties split expenses and resources
• Timing of Use: Buy-Sell Agreements activate upon specific trigger events like death or retirement; Cost Sharing Agreements operate continuously during ongoing business operations
• Legal Scope: Buy-Sell Agreements focus on share transfers and company control under Swiss corporate law; Cost Sharing Agreements primarily address operational expenses and resource allocation
• Financial Impact: Buy-Sell Agreements involve significant capital transactions and ownership changes; Cost Sharing Agreements typically manage routine operational expenses and shared resources