- Individual contract drafting: Among other things, the sale and purchase modalities, liability and warranties, payment terms and closing details are specified.
- Liability and other clauses: Protection against legal and economic risks.
- Clear wording: Understandable, enforceable and based on applicable law.
- Company approval: We check whether and when approval (general meeting, board of directors) is necessary and advise you accordingly.
Secure transfer of shares – legally sound, economically smart
The share purchase agreement (SPA) forms the legal basis for the sale of shares in a stock corporation or limited liability company. We support you in drafting and implementing a comprehensive, state of the art contract that protects your interests.
What is a share purchase agreement?
An SPA is a written agreement that regulates the transfer of shares between the seller and the buyer. The shares are transferred to the buyer with all the property and participation rights of the previous shareholder, usually simultaneously with the payment of the purchase price. A clearly worded SPA protects both parties – especially in the event of subsequent conflicts regarding the valuation of the company, reps and warranties or contractual obligations. The determination of the purchase price, payment terms, liability clauses and guarantees are central components of a professional contract.
Our service packages
Service package 1:
Drafting of an SPA
Fixed price from CHF 1,000 (plus VAT)
What can you expect?
How long does it take?
3-5 days, depending on the type and scope of the transaction.
Usually a week, depending on the type and scope of the transaction.
Who is it aimed at?
Founders, investors and companies who want to sell or purchase shares.
What is achieved?
- Legal certainty: A legally sound contract under Swiss law.
- Risk minimization: Protection against additional claims or unclear ownership structures.
- Transparency: Clear rules regarding purchase, payment and transfer of ownership.
- Strategic basis: The share purchase serves as a starting point for financing rounds or succession arrangements.
Service package 2:
Review and adaptation of an existing SPA
Fixed price from CHF 800 (plus VAT)
What can you expect?
- Document analysis: We identify legal weaknesses and suggest specific improvements.
- Update: Adjustment to new price negotiations, obligations or structural changes.
- Liability and rep and warranty clause review: What has been agreed upon—and is it legally enforceable?
- Practical recommendations: Legal clarity—even in more complex constellations with third parties.
Wie lange geht es?
3-5 days, depending on the type and scope of the transaction.
Usually 2-5 working days.
Who is it aimed at?
Sellers or buyers of shares who want to have existing contracts reviewed.
Companies or buyers of shares that want to check or use existing contracts. B. in the preparation phase of a transaction.
What is achieved?
- Clear contracts: What applies is recorded – with regard to the obligation to pay for and transfer shares and the associated rights.
- Strengthened negotiating position: You act in an informed manner – not blindly.
- Ensuring effectiveness: All necessary approvals and formal requirements are checked.
- Efficiency: You save time and costs and reduce risks right from the start.
Wie kann Vectra Advisors helfen?
Vectra Advisors support you with experience and legal expertise in every share purchase and sale. Whether it’s a simple structure or a complex shareholding involving multiple parties, our LAWYERS+ provide practical, legally sound, and solution-oriented advice.
Your contact for this topic:
Book a free, non-binding introductory call with us:
FAQ: Frequently asked questions about SPAs
A share purchase agreement is a civil law purchase agreement whereby shares in a stock corporation or limited liability company are transferred from a seller to a buyer. The transfer of shares is carried out in writing and in compliance with the legal form, in particular in accordance with the provisions of the Swiss Code of Obligations (CO) and company law.
The agreement must be concluded in writing.
The shares transfer the aforementioned property and participation rights of the previous shareholder to the buyer – concurrently with the payment of the purchase price.
Yes, there are templates that can be used as a basis. However, these should always be adapted to individual circumstances, e.g., with regard to shareholdings, liability, reps and warranties or special agreements. More extensive clauses are common, especially in the case of shareholdings by securities dealers or buyers via securities.
A good summary of a typical share purchase agreement includes the following content, among other things:
- Number and type of shares
- Purchase price and payment terms
- Date of transfer
- Seller’s reps and warranties
- Liability clauses or liability limitation
- Approval requirements or pre-emptive rights
- Choice of law and place of jurisdiction
A notary appointment is not necessary for an SPA in Switzerland. Only in the case of certain structural changes – e.g., mergers or capital increases – is notarization required by law.
