Transfert de patrimoine (package)

This package of templates contains all legal documents required for a bulk transfer of assets pursuant to the articles 69 et seq. of the Swiss Merger Act, i.e. the bulk transfer agreement, the application to the commercial register as well as the resolutions of the supreme management and administrative bodies. The templates contained in this package are tailored for bulk transfers between corporations (sociétés anonymes) and/or limited liability companies (sociétés à responsabilité limitée). The templates are drafted in French. The applications to the commercial registers are drafted in a form which has proven to be acceptable for all commercial registers in French speaking cantons in Switzerland.

With a bulk transfer of assets, a legal entity may transfer any type of assets and liabilities, including contractual relationships to another entity. The basis for a bulk transfer is an inventory in which all assets and liabilities to be transferred need to be specified. The inventory is to be attached to the bulk transfer agreement and needs to be filed with the commercial register within the registration of the transfer. Please note that this package does not contain a template of an inventory. Further, please be aware that a bulk transfer of assets and liabilities is only possible if the inventory shows a surplus of assets.

For the effectiveness of a transfer, the transferor needs to register the bulk transfer with the commercial register by way of an application to the commercial register. The signed bulk transfer agreement including the inventory as well as the resolutions approving the transfer (if required, see below) are to be attached to such application. With the registration, all assets and liabilities listed in the inventory are by operation of law transferred to the transferee, without the specific requirements applicable to individual transfers of assets (e.g. transfer of ownership, assignment, endorsement etc.) having to be met.

In case the bulk transfer agreement is not signed by all members of the supreme management or administrative bodies, (i.e. the board of directors (in case of corporations) or the management (in case of limited liability companies)), separate resolutions of such bodies approving the transfer are required. Such resolutions also need to be filed with the commercial register within the registration of the transfer. Templates of such resolutions are included in this package.

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

• Details of the transferor;
• Details of the transferee;
• Details regarding the bulk transfer of assets (i.e. effective date, assets and liabilities to be transferred etc.);
• Details regarding the employees of the involved companies;
• Details regarding the excerpts of the commercial register (i.e. number of excerpts, delivery of excerpts etc.);
• Details regarding the attachments to be filed with the commercial register;
• Details regarding the resolutions of the board of directors or the management, respectively (in case resolutions of such bodies are required); and
• Details on the signing of the documents.

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 Froriep 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 Coupa Software UK Limited, 17 Bevis Marks, 4th Floor, London EC3A 7LN (Coupa). Coupa provides the software with which automated templates offered by MLL are being created. Coupa’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.

Other Comments

Advice from group tax and accounting functions should be obtained prior to executing the bulk transfer agreement.