Stock Transfer Contract Template for Switzerland

1. Board Approval: Required if the company's articles of association require board approval for share transfers

2. Non-competition: Include when the seller needs to be restricted from competing post-sale

3. Tax Provisions: Specific provisions about tax liabilities and stamp duty when relevant

4. Escrow Arrangements: When part of the purchase price is to be held in escrow

5. Pre-emptive Rights Waiver: Required if other shareholders have pre-emptive rights that need to be waived

6. Earn-out Provisions: When part of the purchase price is contingent on future performance

7. Employee Matters: Required when the seller is also an employee/director and employment arrangements need to be addressed

1. Share Details: Detailed description of the shares including certificate numbers, distinctive numbers, and share class rights

2. Company Information: Extract from the commercial register and key company details

3. Payment Schedule: If payment is to be made in installments or subject to conditions

4. Existing Encumbrances: List of any existing pledges, options or other encumbrances affecting the shares

5. Required Consents: Copies of board resolutions, shareholder resolutions, or third-party consents

6. Share Certificates: Copies of share certificates to be transferred

7. Transfer Form: Form of share transfer declaration (Abtretungserklärung) to be signed at closing