Assignment quotas GmbH (package)

This package of templates provides all legal documents required for a transfer and assignment of quotas (Stammanteile; parts sociales) of a Swiss limited liability company (Gesellschaft mit beschränkter Haftung; société à responsabilité limitée), i.e. the agreement, the resolution of the quotaholders’ meeting (Gesellschafter*innenversammlung; assemblée des associé·e·s) and the application to the commercial register.

If you purchase this package, you will have access for 90 days and create as many documents as you like.

CHF300.00

Description

The agreement contained in this package meets the requirements of article 785 para. 1 of the Swiss Code of Obligations (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.

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 an 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 application to the commercial register is drafted in a form which is accepted by all commercial registers.

The following items may be individually configured:

  • 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.).
  • Details regarding the excerpts of the commercial register (i.e. number of excerpts, delivery of excerpts etc.).

Additional information

Language

English, German, French