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Décision assemblée des associés concernant le transfert et la cession de parts sociales (Sàrl)

Décision assemblée des associés concernant le transfert et la cession de parts sociales (Sàrl)

Meyerlustenberger Lachenal AG

Date: November 15, 2018
PV10133
$88.73

Author's Note

This Swiss-law template is to be used to record the resolution of the quotaholders’ meeting (assemblée des associés) of a Swiss limited liability company (Sàrl) approving the assignment of quotas (parts sociales). The resolution is drafted in French. Templates in German and English are also available on PartnerVine.

Pursuant to article 786 para. 1 of the Swiss Code of Obligations the assignment of quotas requires the approval of the quotaholders’ meeting. Such restriction only applies, however, if the articles of association of the company do not contain any provision which deviates from this rule (article 786 para. 2 of the Swiss Code of Obligations). In case the assignment of quotas does not require approval of the quotaholders’ meeting (article 786 para. 2(1) of the Swiss Code of Obligations), the assignment of quotas already takes place with the signing of the... Read more


This Swiss-law template is to be used to record the resolution of the quotaholders’ meeting (assemblée des associés) of a Swiss limited liability company (Sàrl) approving the assignment of quotas (parts sociales). The resolution is drafted in French. Templates in German and English are also available on PartnerVine.

Pursuant to article 786 para. 1 of the Swiss Code of Obligations the assignment of quotas requires the approval of the quotaholders’ meeting. Such restriction only applies, however, if the articles of association of the company do not contain any provision which deviates from this rule (article 786 para. 2 of the Swiss Code of Obligations). In case the assignment of quotas does not require approval of the quotaholders’ meeting (article 786 para. 2(1) of the Swiss Code of Obligations), the assignment of quotas already takes place with the signing of the assignment agreement.

The acquirer of the quotas needs to be registered in the commercial register as a new quotaholder of the company by way of an application to the commercial register. The signed assignment agreement and the resolution of the quotaholders’ meeting in the form of this template (of required, see above) are to be attached to the application. Templates for such application and for the assignment agreement are also available on PartnerVine.

Terms which are configurable to the user’s needs include:

  • Details of the seller;
  • Details of the acquirer;
  • Details of the company;
  • Details regarding the assigned quotas; and
  • Details regarding the quotaholders’ meeting (i.e. date and place of the meeting, name of Chairman and Secretary etc.).

Terms of Use

The purchase of this product is subject to the Supplier Terms as stated hereafter. The following Supplier Terms apply to any sale of legal documents where Meyerlustenberger Lachenal AG (mll) is the seller and your contract partner. PartnerVine is not your contractual counterparty and you have no recourse to PartnerVine in respect of such purchases. Please consider, however, that the use of and access to the PartnerVine Platform by you is and remains governed by Part I, II and IV of the Terms & Conditions for the PartnerVine Platform.

With respect to the sale of legal documents by mll to you the provisions as set out in Part III, Section 1, 2, 3 and 5 as well as Part IV, Section 1.2 of the Terms & Conditions for the PartnerVine Platform shall also apply to such purchases and are therefore incorporated in these Supplier Terms by reference. The provisions regarding the Use Rights / Use Restrictions as set out in Part III, Section 4 of the Terms & Conditions for the PartnerVine Platform are modified by these Supplier Terms in the following way: The first paragraph is not modified. The second, third, fourth and fifth paragraph are replaced by the following provisions:

  • Users are permitted to access the document-generation interview for 90 days from the date of purchase.
  • Users are entitled to export and download an unlimited number of copies of the document(s) in Word format.
  • In case a legal entity has registered as a user, the document copies may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
  • Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term (as set out in Part IV, Section 1.2 of the Terms & Conditions of the PartnerVine Platform). The right of use entitles users to download the legal documents for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The users are, however, without the explicit consent of mll, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed and digital copies of the legal documents to a third party in the sense of a resale.

Finally, Part IV, Section 7 of the Terms & Conditions for the PartnerVine Platform is modified with regard to contracts between you and mll as follows:

  • These Supplier Terms and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.
  • The competent courts in Zurich, Switzerland, shall have exclusive jurisdiction with respect to any dispute arising from or in connection with these Supplier Terms and the contracts between mll and you.

Data Privacy Information

The collection and processing of your personal data entered in the course of the creation of your automated template is subject to the Privacy Policy for the PartnerVine Platform as referred to in the PartnerVine Terms.

Further the data may be collected and stored by the hosting platform of Exari Solutions (Europe) Limited, 20 St Dunstan’s Hill, London EC3R 8HL (Exari). Exari provides the software with which automated templates offered by mll are being created. Exari’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.



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