Сompany acquisition in Switzerland has many undeniable advantages. This is the best option for the fastest possible start of business activities in Europe.
Buying shares or assets is the most common way to acquire a Swiss company. But if you want to carry out a merger in Switzerland, the procedure will be somewhat more complicated. You can choose between two merge options:
- One company completely ceases to operate and becomes part of another company (that is, through a takeover);
- Both merging companies are disbanded and a completely new legal entity is formed in their place (that is, by merging).
For a merger in Switzerland, the deal must be approved by at least 2/3 of the shareholders.
Protocol of Intent
Often, when making a company purchase/sale deal in Switzerland and other jurisdictions, the issue of certain guarantees arises even before entering into a transaction. If, after the initial communication between the seller and the potential buyer of the business, the parties are interested in continuing the negotiations, then the next stage of the sale and purchase of the business arises - a pre-sale check, business valuation and, often, the need to conclude a preliminary contract for the sale of business in Switzerland.
When the buyer receives preliminary information about the object of sale, then for a detailed study and assessment of the object being sold, he needs more detailed and, most often, already confidential information. And here a certain nuance arises, since the seller is not always ready for full disclosure of information about the company without certain guarantees of the seriousness of the buyer's intentions.
The most optimal and time-tested way to resolve this issue is to conclude a Protocol of Intent, as well as to deposit cash security before buying a business in Switzerland. For the buyer, the conclusion of such an agreement makes it possible to start a full-fledged due diligence procedure and access to the necessary information about the target object. And for the seller, this document is a kind of confirmation of the buyer's seriousness. In addition, such a tool allows you to describe in detail the key points at the stage of preparing a business for sale and purchase, as well as to record in writing the procedure of the negotiation process and the obligations of the parties.
Buyer's rights and obligations
The moment the ownership right arises may be preceded by a long period during which the Swiss company is located and used by the buyer without ownership, on the basis of a deed of transfer. The entire company will be transferred only after the completion of the transaction.
The scope of the buyer's powers at this stage is somewhat less than the rights of the owner. He makes only such transactions for the disposal of property, which are of a targeted nature, namely: to make a profit, at the expense of which to pay taxes and incur other expenses. Of course, during this time, the buyer may also incur other expenses necessary to maintain the company in working order, but in the event of termination of the contract or refusal to conclude it, he can demand compensation for them only as the title owner.
After the successful closing of the transaction for a company purchase in Switzerland the buyer becomes the complete owner of the acquired shares and assets. In general, the parties can contractually determine the amount of assets, liabilities and contracts to be transferred in an asset transfer transaction in Switzerland.
NOTE: Employment contracts will not be terminated upon the purchase of a Swiss company unless the employee decides to do so.
Professional assistance in the process of a company sale and purchase in Switzerland is crucial regardless of the complexity of the transaction. The IQ Decision UK law professionals are ready to provide their qualified assistance. Regardless of your business sector, our team will provide top-quality services in accordance with international corporate governance standards and international practice. For more detailed information, do not hesitate to sign up for legal advice on the regulation of the sale and purchase of companies in Switzerland.