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Simple Share Purchase Agreement

Simple Share Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Simple Share Purchase Agreement

"I need a Simple Share Purchase Agreement under Swiss law for the purchase of 100% shares in a private technology company, with closing scheduled for March 15, 2025, and including basic warranties and a non-compete clause for the selling founder."

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Document background
The Simple Share Purchase Agreement is a fundamental legal document used in Swiss business transactions for the transfer of shares in private companies. This agreement is particularly suitable for straightforward share transfers where complex earn-out mechanisms or extensive warranties are not required. It's commonly used in situations involving small to medium-sized enterprises, family business transfers, or investment transactions where parties prefer a streamlined approach. The document must comply with Swiss law, particularly the Swiss Code of Obligations (OR), and typically includes essential elements such as party details, share specifics, purchase price, basic warranties, and closing mechanics. While simpler than comprehensive M&A agreements, it still provides adequate protection for both buyer and seller while ensuring the transaction meets all Swiss legal requirements for share transfers.
Suggested Sections

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 target company and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, share class, and agreement to sell and purchase

5. Purchase Price: Specification of purchase price, currency, and payment mechanics

6. Closing: Closing mechanics, timing, and deliverables

7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Basic warranties regarding authority to purchase and ability to pay

9. Confidentiality: Obligations to keep transaction details confidential

10. Notices: Process for formal communications between parties

11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

12. Miscellaneous: Standard boilerplate provisions including entire agreement, amendments, and severability

Optional Sections

1. Price Adjustment: Include when purchase price may be adjusted based on closing accounts or other metrics

2. Extended Warranties: Include for larger transactions requiring detailed warranties about company operations, finances, and compliance

3. Tax Indemnity: Include when specific tax risks need to be allocated between parties

4. Non-Competition: Include when seller should be restricted from competing post-sale

5. Earn-out Provisions: Include when part of purchase price is contingent on future performance

6. Employee Matters: Include when specific arrangements for key employees are needed

7. Conditions Precedent: Include when closing is subject to specific conditions like regulatory approvals

8. Interim Period Obligations: Include when there's a gap between signing and closing requiring specific company operation rules

Suggested Schedules

1. Details of the Shares: Detailed description of shares being transferred including share certificates numbers

2. Company Information: Key details about the target company including registration number and share capital structure

3. Closing Deliverables: List of all documents and items to be delivered at closing

4. Form of Transfer Deed: Template for the formal share transfer documentation

5. Warranties: Detailed warranties when not included in main agreement

6. Disclosed Information: List of information disclosed against warranties

7. Bank Account Details: Payment account information for purchase price transfer

8. Board Resolutions: Required corporate approvals and resolutions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Professional Services

Energy

Telecommunications

Transportation

Consumer Goods

Media and Entertainment

Agriculture

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Investment

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

M&A Director

Investment Manager

Business Development Director

Company Secretary

Compliance Officer

Financial Controller

Board Member

Managing Director

Private Equity Manager

Investment Banker

Transaction Advisory Manager

Industries
Swiss Code of Obligations (OR): The primary source of Swiss contract and corporate law, containing provisions on contract formation, performance, and specific rules for share transfers (Articles 184 et seq. for sales contracts and Articles 620 et seq. for stock corporations)
Swiss Civil Code (ZGB): Contains fundamental legal principles and rules on legal capacity, which are relevant for the parties' ability to enter into binding agreements
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (FusG): Relevant if the share purchase could trigger merger control requirements or is part of a larger corporate restructuring
Federal Act on Financial Market Infrastructures (FinfraG): Applicable if the target company is listed on a Swiss stock exchange, particularly regarding disclosure obligations and insider trading rules
Federal Act on Direct Federal Tax (DBG): Governs the tax implications of the share purchase, including capital gains tax and potential tax liabilities
Swiss Federal Act on International Private Law (IPRG): Relevant if the transaction involves international parties, determining applicable law and jurisdiction
Federal Act on the Prevention of Money Laundering (GwG): May be relevant for due diligence requirements and verification of the source of funds in the transaction
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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