Agreement re transfer and assignment of quotas (GmbH)

This template provides an agreement for the transfer and assignment of quotas (Stammanteile; parts sociales) of a limited liability company (Gesellschaft mit beschränkter Haftung; société à responsabilité limitée) under the Swiss Code of Obligations (CO).

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This template meets the requirements of article 785 para. 1 CO (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; versements supplémentaires) or further material contributions (Nebenleistungspflichten; prestations accessoires) etc.) as required by article 785 para. 2 CO.

Please note that the articles of association may stipulate higher requirements for the validity of an assignment, such as public notarization (öffentliche Beurkundung; acte authentique). In this case, the assignment may only take place with the assistance of a notary public.

This template is drafted in a way that either legal persons (juristische Personen; personnes juridiques) or natural persons (natürliche Personen; personnes physiques) can be parties to the agreement. Apart from the provisions regarding the transfer and assignment as well as the references to the articles of association (see above), the agreement governs the transfer of risks and benefits, contains the basic warranty clauses as well as the usual miscellaneous provisions.

Pursuant to article 786 para. 1 CO the assignment of quotas requires the approval of the quotaholders’ meeting (Gesellschafter*innenversammlung; assemblée des associé·e·s). 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 CO). In case the assignment of quotas does not require approval of the quotaholders’ meeting (article 786 para. 2 no. 1 CO), the assignment of quotas already takes place with the signing of the assignment agreement.

The acquirer of the quotas needs to be registered in the commercial register as new member of the company by way of an application to the commercial register. The signed assignment agreement and a resolution of the quotaholders’ meeting approving the assignment (if required, see above) need to be attached to the application.

The following items may be individually configured:

  • Details of the seller.
  • Details of the acquirer.
  • Details of the company.
  • Details regarding the quotas.
  • Consideration for the transfer of quotas.
  • Obligations under the articles of association.
  • Transfer of risks and benefits.

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