Transfer Of Business Ownership Agreement Template for Switzerland

A comprehensive legal document governed by Swiss law that facilitates the transfer of business ownership from one party to another. The agreement encompasses all aspects of the business transfer, including assets, liabilities, employees, contracts, and intellectual property, while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations (OR). The document addresses crucial elements such as purchase price, payment terms, warranties, employee transfers under Art. 333 OR, and post-completion obligations, while incorporating necessary provisions for commercial registry registration and regulatory compliance.

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What is a Transfer Of Business Ownership Agreement?

The Transfer Of Business Ownership Agreement is a critical legal instrument used in Switzerland when transferring the ownership of a business from one party to another. This document is essential for transactions ranging from small business sales to large corporate transfers, ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations (OR) and the Federal Act on Merger, Demerger, Transformation and Transfer of Assets. The agreement comprehensively covers all aspects of the transfer, including detailed provisions for asset transfer, employee transition (under Art. 333 OR), liability allocation, and necessary regulatory approvals. It serves as the primary document for recording the terms and conditions of the business transfer, protecting both parties' interests, and ensuring smooth transition of ownership while maintaining compliance with Swiss commercial, employment, and tax laws.

What sections should be included in a Transfer Of Business Ownership Agreement?

1. Parties: Identification of the transferor (seller) and transferee (buyer), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core provision detailing the transfer of business ownership and assets included in the sale

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

6. Completion: Details of the completion process, including timing, location, and actions required at completion

7. Seller's Warranties: Warranties given by the seller regarding the business, assets, liabilities, and other material aspects

8. Buyer's Warranties: Basic warranties from the buyer regarding authority to enter into the agreement and financial capacity

9. Employment Matters: Provisions regarding the transfer of employees under Art. 333 OR and related obligations

10. Tax Matters: Allocation of tax liabilities and responsibilities between parties

11. Confidentiality: Obligations regarding confidential information and announcements

12. Data Protection: Provisions ensuring compliance with Swiss data protection laws in the transfer of customer and employee data

13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

What sections are optional to include in a Transfer Of Business Ownership Agreement?

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

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

3. Transitional Services: Include when the seller will provide temporary support services post-completion

4. Intellectual Property License: Include when certain IP rights need to be licensed rather than transferred

5. Real Estate Provisions: Include when the transfer involves real property requiring special treatment

6. Environmental Matters: Include for businesses with significant environmental aspects or risks

7. Post-Completion Adjustments: Include when the purchase price needs to be adjusted based on completion accounts

8. Seller's Continuing Involvement: Include when the seller will maintain some role in the business

What schedules should be included in a Transfer Of Business Ownership Agreement?

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

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

3. Employee Schedule: List of all employees, their positions, and key employment terms

4. Material Contracts Schedule: List of all material contracts being transferred

5. Intellectual Property Schedule: Detailed list of all IP rights included in the transfer

6. Real Estate Schedule: Details of any real estate included in the transfer

7. Completion Actions: Detailed list of actions required to be taken at completion

8. Warranties Schedule: Detailed warranties given by the seller

9. Lease Agreements: Copies of relevant lease agreements

10. Required Consents: List of third-party consents required for the transfer

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

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What is a Transfer Of Business Ownership Agreement?

What sections should be included in a Transfer Of Business Ownership Agreement?

What sections are optional to include in a Transfer Of Business Ownership Agreement?

What schedules should be included in a Transfer Of Business Ownership Agreement?

Authors

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