Asset Transfer Agreement (intra-group)
PricewaterhouseCoopers AG
This agreement is a Swiss-law governed short-form agreement for the transfer of assets between group companies.
Author's Note
The Asset Transfer Agreement (intra-group) is a Swiss-law governed short-form agreement for the transfer of assets between group companies. This short-form template is designed for use where the transfer is part of an intra-group reorganization which includes the transfer of certain assets among group companies. The assets transferred may include contracts, employees, equipment or other assets. The consideration for the transfer may be satisfied in cash or left outstanding on an inter-company loan account. The agreement provides for the transfer of assets to be effective on a specified date. It does not require the satisfaction of pre-closing conditions, but sets out the obligations on the parties which are required to give effect to the transfer (for example, by delivering to the buyer, or allowing the buyer to exercise possession over, physical assets). Depending on the nature of the assets to be transferred, additional documentation may be required to give...
Read moreThe Asset Transfer Agreement (intra-group) is a Swiss-law governed short-form agreement for the transfer of assets between group companies.
This short-form template is designed for use where the transfer is part of an intra-group reorganization which includes the transfer of certain assets among group companies. The assets transferred may include contracts, employees, equipment or other assets.
The consideration for the transfer may be satisfied in cash or left outstanding on an inter-company loan account.
The agreement provides for the transfer of assets to be effective on a specified date. It does not require the satisfaction of pre-closing conditions, but sets out the obligations on the parties which are required to give effect to the transfer (for example, by delivering to the buyer, or allowing the buyer to exercise possession over, physical assets).
Depending on the nature of the assets to be transferred, additional documentation may be required to give full effect to the transfer.
The agreement also allows the user to specify assets or liabilities that are to be excluded from the transfer. This may be appropriate, if, for example, the transfer of assets is part of a reorganization following a business acquisition, where only part of the originally acquired business assets are being transferred internally.
Representations and warranties include standard short-form warranties that are typically given in an intra-group situation.
Terms which are configurable to the user’s needs include:
- Purpose and background;
- Effective date;
- Details of the assets to be transferred and any specific liabilities to be assumed;
- Details of any assets or liabilities to be excluded;
- Purchase price and payment terms;
- Provisions relating to notices; and
- Jurisdiction and arbitration.
Circumstances of Use
This document is intended to document the transfer of assets between group companies.
The Asset Transfer Agreement (intra-group) may be used for cross-border transactions where the parties have agreed to use Swiss law.
Terms of Use
The purchase of this Product is subject to PartnerVine Terms.
You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Exclusions and Limitations
This Asset Transfer Agreement (intra-group) template is governed by Swiss law.
It does not seek to address any requirements or formalities that may apply to the transfer of assets by or to a company which is not established under Swiss law.
Other Comments
Advice from group tax and accounting functions should be obtained prior to executing this agreement.
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Frequently asked questions
(1) Seller and (2) Purchaser
Several assets fan be transferred: (1) contracts, (2) equipment, (3) employees as well as (4) other assets
First, it may simply be an agreement to transfer assets. Secondly, it may be a group corporate reorganization. However, other reason are possible, too.
Yes, there must be a high-level, detailed description.
Yes. If the buyer will assume certain liabilities (in addition to any liabilities relating directly to the transferred assets), they should be listed explicitly.
Yes, but not always. Intra-group asset transfers should ordinarily be made at fair market value. In some cases, fair market value will be the same as book value. Seek input from group finance when needed/appropriate.
Payment can either take place (1) on or before the effective date, (2) on a specific date, (3) within 10 days after the last date of signature.
In some circumstances, it may be appropriate to specify assets or liabilities that are excluded from the transfer.
Yes, in an intra-group agreement, the parties may have more flexibility if email qualifies as writing (e.g. for the purposes of “written notice”). This must be specified in the agreement and may even allow termination. It is good practice to specify who is able to receive or send notices. Moreover, inserting a title is recommended, rather than an individual's name (e.g. "the Finance Director"), as roles and responsibilities change over time.
You may choose to resolve disputes in court or through arbitration.
This agreement is governed by Swiss law. If you do not specify the place of jurisdiction, any court which is competent under Swiss law will have jurisdiction to resolve a dispute.
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