Business Purchase Agreement for Switzerland

Business Purchase Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that documents the terms and conditions for the purchase and sale of a business or business assets. The agreement complies with the Swiss Code of Obligations and includes detailed provisions covering the transfer of assets, liabilities, employees, and intellectual property. It addresses crucial aspects such as purchase price, warranties, indemnities, and completion mechanics, while incorporating specific Swiss legal requirements regarding employee transfers, competition law, and commercial registry obligations.

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What is a Business Purchase Agreement?

The Business Purchase Agreement is a fundamental transaction document used in Switzerland when one entity acquires a business from another entity. It is particularly relevant for asset deals structured under Swiss law, where specific assets, contracts, and liabilities are being transferred rather than shares. The agreement must comply with the Swiss Code of Obligations (OR/CO) and other relevant Swiss legislation, including employment law provisions under Article 333 OR regarding the automatic transfer of employment relationships. This document is essential for both domestic and cross-border transactions involving Swiss businesses, requiring careful consideration of local regulatory requirements, including commercial registry notifications, competition law compliance, and tax implications. The agreement typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and completion conditions, tailored to meet Swiss legal standards and market practice.

What sections should be included in a Business Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the business being purchased

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the business assets being sold and purchased

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

6. Completion: Completion mechanics, timing, and deliverables

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

8. Seller's Warranties: Warranties regarding the business, assets, liabilities, and other relevant aspects

9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement

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

11. Employee Matters: Treatment of employees and related obligations under Art. 333 OR

12. Confidentiality: Confidentiality obligations regarding the transaction and business information

13. Announcements: Requirements for public announcements about the transaction

14. Notices: Process for formal notices between parties

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

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

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

1. Conditions Precedent: Required when completion is subject to certain conditions being satisfied, such as regulatory approvals

2. Non-Competition: Restrictions on seller's future competitive activities, if agreed

3. Transitional Services: When the seller needs to provide ongoing services post-completion

4. Real Estate Matters: Specific provisions if the business includes significant real estate assets

5. Intellectual Property Rights: Detailed IP provisions if the business is IP-heavy

6. Tax Covenant: Specific tax indemnities and allocations if required

7. Environmental Matters: For businesses with significant environmental aspects or risks

8. Data Protection: Detailed provisions for businesses processing significant personal data

9. Bank Guarantees: If payment or performance guarantees are required

What schedules should be included in a Business Purchase Agreement?

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

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

3. Properties Schedule: Details of any real estate included in the sale

4. Intellectual Property Schedule: List of all IP rights included in the sale

5. Employee Schedule: List of transferring employees and their key terms

6. Material Contracts Schedule: Key contracts being transferred

7. Completion Deliverables: List of all documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties given by the seller

9. Disclosure Schedule: Seller's disclosures against the warranties

10. Permitted Encumbrances: List of permitted liens and encumbrances on the business assets

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 | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Hospitality

Construction

Agriculture

Energy

Telecommunications

Transportation

Media and Entertainment

Consumer Goods

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk Management

Compliance

Strategy

Tax

Human Resources

Operations

Commercial

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Finance Director

Legal Counsel

Business Development Manager

Due Diligence Manager

Integration Manager

Risk Manager

Commercial Director

Company Secretary

Head of Strategy

Transaction Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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