Abtretung Stammanteile GmbH (Package)

This package of templates contains all legal documents required under Swiss law for a transfer and assignment of quotas (Stammanteile) of a Swiss limited liability company (Gesellschaft mit beschränkter Haftung), i.e. the agreement, the resolution of the quotaholders’ meeting (Gesellschafterversammlung) and the application to the commercial register. The questionnaire as well as the produced documents are in German. The application to the commercial register is drafted in a form which has proven to be acceptable for all commercial registers in German speaking cantons in Switzerland. Packages in English and French are also available on PartnerVine.

The agreement contained in this package meets the requirements of article 785 para. 1 of the Swiss Code of Obligations (written form of the assignment as well as the obligation to assign) and enables the user to include in the agreement the references to the rights and obligations of the quotaholders under the articles of association (such as the obligation to make additional financial contributions (Nachschusspflichten) or further material contributions (Nebenleistungspflichten) etc.) as required by article 785 para. 2 of the Swiss Code of Obligations. Please note that the articles of association may stipulate higher requirements for the validity of an assignment, such as public notarization (öffentliche Beurkundung). In this case, the assignment may only take place with the assistance of a notary public.

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 the 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. A resolution of the quotaholders’ meeting is included in this package.

The acquirer of the quotas needs to be registered in the commercial register as new quotaholder by way of an application to the commercial register. The signed agreement and a resolution of the quotaholders’ meeting approving the assignment (if required, see above) are to be attached to the application. An application to the commercial register is included in this package.

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;
• Consideration for the transfer of quotas;
• Obligations under the articles of association;
• Transfer of risks and benefits;
• Details regarding the quotaholders’ meeting (i.e. date and place of the meeting, name of Chairman and Secretary etc.); and
• Details regarding the excerpts of the commercial register (i.e. number of excerpts, delivery of excerpts 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 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.