Signing conditions / Signing

Signing conditions


There are no formal requirements (Article 11 of the Swiss Code of Obligations). It is strongly recommended that subsequent amendments or supplements are concluded in writing.

Substantive terms of agreement

(purchase agreement)

A Contract for the purchase of moveable property must include the following essential terms:

  • title of the legal transaction
  • details of the parties including registered offices and addresses
  • details of authorised representative
  • specification of the type of transaction

Essential terms

The share purchase agreement must contain the following essential terms:

  • specification of the items to be transferred along with their type, number and value [value as decisive factor or, as appropriate, as the basis assessment and precursor for the overall value]
  • the purchase price (consideration)
  • redemption, and specification of the outstanding purchase price.

Further terms

Generally, the “Further terms” regulate the following issues:

  • transfer of possession and transfer of rights and duties, along with benefits and risks
  • warranty
    • warranty of title
    • quality warranty
    • full or partial waiver of warranty (subject to a disclosure letter in a share deal)
  • assurances relating to the business (if take-over of an operating business)
    • the company was lawfully incorporated and currently exists
    • closing accounts are available, and are correct and comprehensive
    • no pending or imminent events which would be detrimental to the business’s image or accounts
    • no unknown agreements
    • business insured according to standard sectoral practice
    • intellectual property rights exist as assured
    • no pending court proceedings, including administrative and criminal proceedings
    • necessary business permits have been obtained
    • confirmation that social charges and employee benefits are paid monthly
  • escrow agreement
  • approvals
  • reservations
  • rules on changes to assets between signing and closure
  • notice to creditors
  • collateral
  • joint and several liability + recourse
  • responsibility for costs
  • list of leases to be transferred
  • list of contracts of employment to be transferred (Article 333 of the Swiss Code of Obligations)
  • list of insurance relationships to be transferred
  • agreement on procedures for amendments or supplements
  • applicable law
  • jurisdiction
  • relationship between the asset take-over agreement and the LOI
  • severability clause


Signing of the contract for the purchase of moveable property (= conclusion of the binding agreement).

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