If you are thinking of buying or selling shares in a Swiss company, you will need a share purchase agreement. This legal document outlines the terms and conditions of the transaction, including the price, payment terms, and any other important details.

A share purchase agreement (SPA) is a legally binding agreement that sets out the terms and conditions of the purchase and sale of shares in a company. The SPA is typically drafted by lawyers and is designed to protect the interests of both the buyer and the seller.

In Switzerland, share purchase agreements are governed by the Swiss Code of Obligations (CO). The CO sets out the rules governing the transfer of ownership of shares in a Swiss company and the rights and obligations of the buyer and seller.

When drafting a share purchase agreement in Switzerland, it is important to include the following key provisions:

1. Purchase Price: The purchase price of the shares should be clearly stated in the agreement. This can be a fixed amount or a variable amount based on the performance of the company.

2. Payment Terms: The payment terms should be clearly defined in the agreement. This includes the method of payment, the timing of the payment, and any other details related to payment.

3. Representations and Warranties: The seller should provide representations and warranties regarding the shares being sold, including the legal ownership and validity of the shares.

4. Closing Conditions: The agreement should outline the conditions that must be met before the sale can be finalized, such as obtaining regulatory approvals or securing financing.

5. Indemnification: The agreement should include provisions for indemnification in case of any breach of the agreement by either party.

In conclusion, a share purchase agreement is a crucial document that outlines the terms and conditions of a share purchase transaction in Switzerland. It is important to engage the services of a competent lawyer with experience in drafting share purchase agreements to ensure that your interests are protected.