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Updated 23.05.2024

Share purchase agreement 

A contract for the transfer of all or part of the shares of a Swiss limited liability company or partnership by an individual or holding company, majority or minority shareholder.

Use this contract:

  • If you own shares in a Swiss limited liability corporation or limited liability partnership.
  • To sell all or part of your shares in a company.
  • Whether you are a managing partner or a passive minority shareholder.
  • When the sale is between individuals or companies, whether Swiss or foreign.
  • When the price is to be paid in advance or afterwards, in a lump sum or by instalments.

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This contract is governed by Swiss law and complies with corporate law

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Protect yourself legally as the seller with the following options: 

  • Indication of approximate deadlines for formalising everything, with a certain delay to be tolerated and a grace period. 
  • Limitation of guarantees for non-executive or minority partners. 
  • Reservation of ownership of shares in the event of non-payment, and requirement for advance payment. 
  • Stipulation of conditions precedent to closing, such as an independent audit to be satisfied by the seller. 
  • Imposition of additional duties or restrictions on the purchaser, including the passing on of any tax on the transfer. 

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

  • Imposition of restrictions on the seller, including a prohibition on competition. 
  • Seller’s guarantee of legal risks and possible right to be accepted and elected to the Board of Directors. 
  • Flexible payment plan, with regular or irregular, equal or different instalments. 
  • Clear allocation and capping of additional costs that may be charged on top of the price. 
  • Obligation to specify statutory restrictions and other benefits on shares. 

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: 

  • To conclude a sale of all or part of the stock of a Swiss limited company (for example: limited liability corporation or limited liability partnership).
  • To assign the stock from a majority shareholder with a full guarantee, or from a minority shareholder with a limited guarantee.
  • To perform a definitive or a conditional sale, subject to additional duties, due diligence, and review of the financial situation of the company.

Key aspects of a share purchase agreement 

  • This type of deal may be used both by a company or a registered business, as well as by individual shareholders. 
  • The document should clearly set out the description of the company, share capital, stock, liens, and restrictions on sale. 
  • The seller’s warranty is generally limited if he or she is a minority or non-managing shareholder. 
  • A buyer often pays the purchase price in instalments and follows successful due diligence. 

Seven tips on a share purchase agreement 

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

  • Using a limited warranty option if you are not a manager or a minority shareholder with limited control over the company. 
  • Indicating a tolerated risk threshold beyond which the price shall not be adjusted, and the buyer cannot rescind the agreement. 
  • Requesting a down payment deposit even in case of a conditional sale, to secure the payment of all or part of the price. 
  • Additional duties and restrictions on the buyer (for example, no resale to competitors, non-dismissal of executives). 

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

  • Flexible instalment plan for the payment of the price in multiple tranches. 
  • Prohibition for the seller to compete with the buyer and the company following the sale. 
  • Stipulation of preliminary conditions, such as successful audit and due diligence, failure of which grants the buyer the right to rescind the agreement. 

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:  

  • Parties’ contact details and identification. 
  • Description of company, stock, capital, and liens. 
  • Due diligence, audit, warranties, and limitations. 
  • Purchase price and terms of payment. 
  • Restrictions and additional duties. 

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: 

  • Shareholders’ resolution on acceptance of new shareholder. 
  • Request to the commercial registry. 

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: 

  • Restrictions and liens on the resale of stock. 
  • Additional shareholders’ financial duties. 
  • Preemptive rights and privileges of a buy-out. 

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: 

  • Comply with corporate law provisions of the Swiss Code of Obligations. 
  • Describe the company in detail and attach all necessary documentation. 
  • Determine any preliminary conditions and eventual additional duties and restrictions. 
  • Create and sign a detailed share purchase agreement template. 
  • Prepare ancillary documents for the registration of transactions with the competent commercial registry. 
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Draft your legally binding share purchase agreement template with the AdminTech online document builder.