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Jurisdiction: Switzerland
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Protect yourself legally as the seller with the following options: 

Protect your interests while purchasing a company with the following terms: 

A share purchase agreement template is a legal document signed between a seller and a buyer to outline the duties and rights, managing legal risks related to the transfer of company shares. With our SPA template, it’s possible to mitigate any financially-related risks and responsibilities for the vendor ensuring the secure payment of the purchase price. 

Sellers use a stock purchase agreement: 

Key aspects of a share purchase agreement 

Seven tips on a share purchase agreement 

Our stock purchase agreement template protects the seller’s legal interests with the following options: 

Our shareholder purchase agreement offers protection and benefits to the buyer as well. These might be: 

Create a share purchase agreement with AdminTech 

With AdminTech’s online document generator and the stock purchase contract, all you need to do is fill in the fields with the appropriate information to tailor the document to your specific needs. 

A professional stock option purchase agreement allows to cover the following information:  

FAQ on a share purchase agreement 

What documents are necessary for the sale of a company?  

A share purchase agreement template from AdminTech provides sellers with an opportunity to create a professional document that can be used for selling a Swiss limited liability company. The stock purchase agreement is made by a lawyer and is governed by Swiss law in compliance with corporate regulations. 

Should a share purchase agreement be registered? 

The sale of a Swiss limited partnership must be registered with the competent commercial register in the Canton of the registered seat, with additional documents, such as: 

A sample of those is available with AdminTech. 

What is the seller’s liability in case of a share purchase agreement? 

The seller is liable for the representations and warranties provided to the buyer, depending on the scope and content of such declarations. As a shareholder, it is generally the seller’s liability to pay up the unreleased share capital, although this responsibility may be passed to the buyer under a specific clause of the stock purchase agreement template. 

Using our shareholder purchase agreement, the parties may convene a full or limited warranty of the seller. 

Furthermore, the seller is expected to engage in negotiations in good faith and actively support the buyer in conducting due diligence by furnishing all requisite documents and information. 

What is the buyer’s liability in a situation of a share purchase agreement? 

The main liability of the buyer is to pay the purchase price within set deadlines. Additional costs or taxes may be borne by the buyer in accordance with the terms of the share purchase agreement. 

Additional restrictions and duties may be imposed on the buyer, such as non-liquidation of the company for a certain period. 

Particular attention should be paid to the respect of confidentiality and non-disclosure of the company’s financial situation obtained in the course of negotiations, whether the deal is closed or cancelled. 

Should a share purchase agreement be in written form or notarised?  

A stock purchase contract must be done in written form, but should not necessarily be notarised. In case of selling a limited partnership, the following information must be included in the contract: 

Is share purchase taxable in Switzerland? 

The sale of share by an individual is generally exempt from income tax. For a holding company, such transaction is exempt from income tax where the share reaches at least 10% and has been owned for at least a year. 

A registered business enjoys a 30% rebate on federal tax in case of the sale of shares of 10% held for at least 1 year. 

For all purposes, the share purchase agreement is not subject to VAT. 

Can a share purchase be done in foreign currency? 

The price may be expressed freely in any currency that the parties deem reasonable. Furthermore, the company’s share capital may not necessarily be expressed in Swiss francs, but in a foreign functional currency best suited for its operations. 

When is the stock effectively transferred? 

Under Swiss law, the property of the stock of a limited corporation is transferred upon agreement. The property of limited partnership stock is acquired upon registration in the cantonal commercial registry following the sale. 

How can sellers ensure a successful share purchase experience? 

To ensure a successful selling experience, it’s generally advisable to: