Board resolution re approval transfer of shares

This template is to be used to record the resolutions of the board of directors of a Swiss corporation (Aktiengesellschaft) regarding the approval of a share transfer. The resolution can either be produced as minutes of a physical meeting or in the form of a circular resolution of the board of directors. This template (i.e. the questionnaire and the document it produces) is in English. Please note that templates in German and French are also available.

A resolution in the form of this template is required for the legal validity of a transfer of registered shares (Namenaktien) in case the articles of association provide for a restriction on transferability (Vinkulierung) in accordance with the articles 685b et seq. of the Swiss Code of Obligations. Based on article 716 of the Swiss Code of Obligations, the board of directors is the competent body to approve (or reject) share transfers. Please note, however, that the articles of association may also delegate this duty to the management (Geschäftsleitung) or the shareholders’ meeting (Generalversammlung).

In addition to the approval by the company (in case the shares are restricted in transferability), further acts and/or documents are required for a legally valid transfer of registered shares:

• Valid underlying transaction (e.g. purchase agreement).
• Handover of the share certificate representing the shares, or, if no share certificate has been issued, a written assignment. If a share certificate has been issued, an endorsement is required, i.e. a written declaration of the transferor, usually on the backside of the share certificate. Such endorsement, however, can also be replaced by an assignment. Further, the transferee must be registered as a shareholder in the share register.

Please note that templates for share purchase agreements, share certificates and written assignments are also available on PartnerVine.

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

• Details of the transferor;
• Details of the transferee;
• Details regarding the transfer (i.e. number and nominal value of shares); and
• Details regarding the meeting (i.e. date of the meeting, presence of the members etc.) or the circular resolution, respectively.

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.