Preparing a Swiss company for sale: a legal readiness checklist

1. Define the objective and transaction structure

A sale of all shares, a transfer of selected assets and a separation of a business unit involve different consents, transfers and risks. The structure must fit the commercial objective, the buyer’s financing and the way the business will operate afterwards.

Before approaching buyers, establish who may negotiate, which decisions remain with the owners or board, and which information may be released internally.

2. Make ownership and corporate records defensible

The share register, historic transfers, share certificates or assignments, articles, shareholders’ agreements and capital changes should tell one consistent story. Transfer restrictions, pre-emption rights and consent requirements belong on the early decision list.

Board and shareholder resolutions, organisational regulations, powers of attorney and commercial-register entries should also match the authority actually exercised in the business.

3. Rank material contracts by transaction risk

Not every contract deserves equal attention. Priority should go to agreements on which revenue, supply, technology, premises, financing or key personnel depend.

Review change-of-control and assignment clauses, termination rights, exclusivity, price adjustments, liability limits, security and unresolved performance issues. In an asset deal, transferring a contract may require the counterparty’s consent.

4. Check people, data, intellectual property and permits

Preparation should cover key personnel, variable compensation, restrictive covenants, pension and social-security matters, and possible employee transfers. The statutory rules and information duties for a business transfer require a separate assessment.

Trade marks, software, domains, inventions, licences, data-protection roles and operating permits should sit with the correct entity. Personal data should enter a data room only for a defined purpose, proportionately and with suitable access restrictions.

5. Decide how to handle issues rather than hiding them

Each material issue needs a short decision record: what happened, what evidence exists, how significant the impact could be, and what remedy is realistic. The seller can then decide whether to remediate before the process, reflect the matter in price, allocate it contractually or disclose it.

Consistent disclosure protects seller credibility. Contradictions between the management presentation, data room and transaction agreement usually create more friction than an openly explained and bounded risk.

6. Build the data room and disclosure process deliberately

The data room should be structured by subject and ownership. Each document category needs a responsible person, a completeness check and a rule for later additions. Particularly sensitive information can be staged, redacted or restricted to a smaller group.

Before access is granted, define the confidentiality agreement, user group, export rights, question process and approval route for additional documents. It should remain possible to reconstruct what was actually disclosed.

7. Readiness check before buyer contact

A concise readiness report should answer at least the following points.

• Which structure is preferred, and which alternatives remain open?
• Who may negotiate, decide, sign and release information?
• Are ownership, capital, registers and resolutions documented consistently?
• Which contracts, people, rights or permits are essential to operations?
• Which consents are likely to be required?
• Which five risks could have the greatest effect on price, timing or completion?
• What information will be disclosed, when and to whom?