Share Transfer Agreement (intra-group)
PricewaterhouseCoopers AG
This agreement is a Swiss-law governed short-form agreement for the transfer of shares in a Swiss corporation (Aktiengesellschaft or AG).
Author's Note
The Share Transfer Agreement is a Swiss-law governed short-form agreement for the transfer of shares in a Swiss corporation ( Aktiengesellschaft or AG). This short-form template is designed for use where the transfer is part of an intra-group reorganization. The consideration for the transfer may be satisfied in cash, left outstanding on an inter-company loan account, or satisfied by the issue of shares in the transferee. The agreement allows for completion of the transaction to occur on or after signature of the agreement, and makes provision for standard deliverables on completion (including copies of any required resolutions, waivers of pre-emption rights, and share certificates). Representations and warranties include standard short-form warranties that are configurable by the user. Terms which are configurable to the user’s needs include: Purpose and background; Effective date; Details of the shares; Purchase price or...
Read moreThe Share Transfer Agreement is a Swiss-law governed short-form agreement for the transfer of shares in a Swiss corporation (Aktiengesellschaft or AG).
This short-form template is designed for use where the transfer is part of an intra-group reorganization.
The consideration for the transfer may be satisfied in cash, left outstanding on an inter-company loan account, or satisfied by the issue of shares in the transferee.
The agreement allows for completion of the transaction to occur on or after signature of the agreement, and makes provision for standard deliverables on completion (including copies of any required resolutions, waivers of pre-emption rights, and share certificates).
Representations and warranties include standard short-form warranties that are configurable by the user.
Terms which are configurable to the user’s needs include:
- Purpose and background;
- Effective date;
- Details of the shares;
- Purchase price or consideration shares, and payment terms;
- Completion date and deliverables;
- Representations and warranties;
- Provisions relating to notices; and
- Jurisdiction and arbitration.
Circumstances of Use
This document is intended to document the transfer of shares in a Swiss corporation (AG), in consideration for cash or shares.
The Share Transfer Agreement 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 Share Transfer Agreement template is governed by Swiss law.
It does not seek to address any requirements or formalities that may apply to the transfer of shares in a company which is not a Swiss corporation.
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) A Transferor as well as (2) a Transferee.
You may choose whether to list a registered office address, or a principal place of business. The latter may be appropriate where an entity has a registered office in one country but a taxable presence in another.
You may choose whether to list a registered office address, or a principal place of business.
The following options exist as possible reasons for a share transfer: (1) corporate restructuring: intra-group reorganisation, (2) agreement to transfer: concerned parties have agreed to transfer the shares, (3) other: must be described.
(1) Ordinary shares or (2) Preference shares. It is possible that the shares compromise the whole issued capital.
You can carry out the payment in the following ways: (1) pay in cash), (2) leave outstanding via inter-company loan, (3) issue shares in consideration. The latter occurs when an issue of shares in the transferee is considered for share purchase. The consideration shares can either be ordinary shares or preference shares in Transferee.
An intra-group transfer of shares sold at less than fair market value may give rise to tax and legal risks. In some cases, it may be appropriate for the parties to retrospectively adjust the purchase price to ensure it reflects fair market value. Consider including a time-limit for any such adjustment to be made.
The transfer is effective either (1) on signature, (2) on fixed date or (3) within x number of days after signature.
No. It depends on the Articles of Association. The same counts for any re-emption rights or other restrictions on transfer.
No. It depends on the respective Articles of Association.
The (1) first option a standard mutual warranty: It signifies that each party has the power and authority to enter into and perform the agreement.
The (2) second option is to include specific warranties by the Transferor.
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 specify whether each party should bear their own costs arising from the negotiation, preparation, amendment, preservation and enforcement of the agreement, or whether one party should bear all the costs.
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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