The Assignment Of Membership Interest Agreement is a crucial document used in Swiss business transactions when transferring ownership stakes in limited liability companies. This agreement is essential when a member wishes to sell or transfer their membership interest to another party, whether for succession planning, investment purposes, or business restructuring. The document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and federal company law. It typically includes detailed information about the interest being transferred, purchase price, payment terms, representations and warranties, and necessary corporate approvals. The agreement also addresses commercial registry requirements and tax implications, making it a comprehensive instrument for documenting and executing membership transfers in Swiss companies.
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1. Parties: Identification of the Assignor, Assignee, and the Company whose membership interests are being transferred
2. Background: Context of the transfer, including current ownership structure and reason for the assignment
3. Definitions: Key terms used throughout the agreement, including 'Membership Interest', 'Effective Date', and other relevant definitions
4. Assignment and Transfer: Core provision detailing the transfer of membership interest, percentage being transferred, and effective date
5. Purchase Price and Payment: Details of the consideration for the transfer, payment terms, and method of payment
6. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and absence of encumbrances
7. Representations and Warranties of Assignee: Assignee's confirmations regarding authority, capacity, and compliance with company requirements
8. Closing Conditions: Prerequisites that must be met before the transfer becomes effective
9. Company Consent: Acknowledgment and approval of the transfer by the Company as required under Swiss law
10. Tax Matters: Allocation of responsibility for transfer taxes and related tax obligations
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
12. Execution: Signature blocks for all parties, including company acknowledgment
1. Right of First Refusal Waiver: Required when other members have pre-emptive rights that need to be waived
2. Spousal Consent: Needed when the assignor is married and local law or company agreements require spousal approval
3. Non-Competition Provisions: Include when the assignor needs to be restricted from competing post-transfer
4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
5. Debt Assumption: Required when existing member loans or obligations are being transferred with the interest
6. Professional Licenses: Necessary when the membership interest transfer involves regulated professional services
7. Transitional Services: Include when the assignor will provide temporary support post-transfer
1. Schedule A - Description of Membership Interest: Detailed description of the membership interest being transferred, including percentage, class, and rights
2. Schedule B - Purchase Price Calculation: Breakdown of the purchase price and any adjustments
3. Schedule C - Company Resolution: Copy of company resolution approving the transfer
4. Schedule D - Required Consents: List of all required third-party consents and their status
5. Appendix 1 - Current Operating Agreement: Copy of the company's current operating agreement
6. Appendix 2 - Transfer Registration Forms: Commercial registry forms required under Swiss law
7. Appendix 3 - Due Diligence Certificates: Relevant compliance and due diligence confirmations
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