Redemption Agreement Template for Switzerland

A Redemption Agreement lets a company buy back its own shares from shareholders under Swiss corporate law. It spells out exactly how and when the company can repurchase shares, including the price, timing, and conditions that trigger the buyback.

Swiss companies often use these agreements to maintain control over ownership, handle departing shareholders, or manage succession planning. The agreement must follow strict Swiss Code of Obligations rules about share capital maintenance and equal treatment of shareholders. It's particularly important for family businesses and closely-held companies looking to keep shares within a specific group.

Use a Redemption Agreement when your Swiss company needs a clear framework for buying back shares. This commonly happens during shareholder exits, succession planning, or when restructuring ownership. For family businesses, it's essential when transferring shares between generations or managing unexpected departures.

The agreement becomes particularly valuable in preventing disputes over share valuation and transfer terms. It helps Swiss companies maintain stability during ownership changes, protect minority shareholders' interests, and ensure compliance with capital maintenance requirements. Many businesses put it in place alongside shareholder agreements to create a complete ownership control system.

• Basic Share Redemption: Standard buyback terms with fixed pricing and timing - commonly used by small Swiss companies
• Conditional Redemption: Triggers buybacks upon specific events like retirement, death, or employment termination
• Staged Redemption: Structures share repurchases over time with predefined installments
• Put-Option Redemption: Gives shareholders the right to sell shares back to the company at preset terms
• Emergency Redemption: Expedited process for urgent situations like financial distress or regulatory requirements under Swiss law

• Company Board Members: Approve and oversee the Redemption Agreement terms, ensuring alignment with corporate strategy
• Shareholders: Sign and become bound by the agreement's share transfer restrictions and buyback provisions
• Corporate Lawyers: Draft and review agreements to ensure compliance with Swiss corporate law and capital maintenance rules
• Company Secretary: Maintains documentation and handles administrative aspects of share redemptions
• Financial Advisors: Help determine fair share valuation methods and payment structures

• Company Details: Gather current articles of association, shareholder registry, and existing share certificates
• Trigger Events: Define specific circumstances that activate share redemption rights
• Valuation Method: Determine and document how share price will be calculated
• Payment Terms: Specify timing, installments, and funding sources for share purchases
• Board Approval: Confirm corporate authority and capital maintenance compliance
• Documentation: Our platform generates precise, Swiss-compliant agreements that include all required elements

• Party Details: Full legal names of company and shareholders, including registration numbers
• Share Description: Exact number, class, and nominal value of shares subject to redemption
• Trigger Conditions: Clear definition of events activating redemption rights
• Valuation Formula: Specific methodology for determining share price
• Payment Terms: Timeline, method, and conditions for share purchase payments
• Capital Rules: Confirmation of compliance with Swiss capital maintenance requirements
• Governing Law: Express choice of Swiss law and jurisdiction

A Redemption Agreement differs significantly from a Buy-Sell Agreement in several key aspects, though both deal with share transfers. While a Redemption Agreement focuses specifically on the company buying back its own shares, a Buy-Sell Agreement covers transfers between shareholders and can include various scenarios beyond company buybacks.

• Parties Involved: Redemption Agreements are between the company and shareholders, while Buy-Sell Agreements operate between shareholders themselves
• Capital Requirements: Redemption Agreements must comply with strict Swiss capital maintenance rules for share buybacks; Buy-Sell Agreements don't face these restrictions
• Transfer Flexibility: Buy-Sell Agreements offer more options for share transfers, including sales to third parties or other shareholders
• Funding Source: Redemption payments come from company funds, whereas Buy-Sell transactions use personal funds or insurance proceeds