The sale of a company can be designed as either a share deal or an asset deal.
In a share deal, the equity securities of a legal entity (e.g. shares) are sold to a buyer. Such a transaction does not require any public deeds or changes in the land registers.
In an asset deal, the owner of a company sells individual assets (and in some cases liabilities as well). Asset deals are executed by selling parts or, if applicable, all of a company’s tangible/intangible assets. The sale of properties included must be publicly notarised. In the case of the sale of other assets and liabilities, the written form is usually sufficient.
Owners of legal entities can choose to sell their businesses either via a share deal or an asset deal. Mixed forms of sale are often used as well; in this case, certain assets are removed from the company before its shares are sold. Sole proprietorships and partnerships can in principle only be sold by means of an asset deal, unless the company in questions is transformed into a legal entity prior to the sale.
Of course, in the case of family-internal succession solutions, the sale of equity securities (known as participation certificates in Switzerland) might prove to be a better choice. An advance on inheritance or a transfer as a gift should also be considered as family-internal succession options. Mixed forms of transfer are also occasionally used in which some ownership rights are transferred as a gift and some are sold.
We will be happy to explain various transfer options to you in a personal consultation and advise you which options correspond to your personal and business goals. Our experts will then draw up the documents needed for your chosen approach and manage all the necessary notarisations for you.