Bulk Transfer Agreement


The registration of a bulk transfer in the register of the relevant Swiss trade requires a request for accompanying documents in good form and language (in particular the bulk transfer contract in bulk) and appropriate proof that: According to the practice of the Federal Office of the Register of Trade, the Swiss unit (ceding) must comply with all the provisions of Swiss law applicable to the ceding unit. , whereas the foreign law applicable to the non-Swiss entity that takes over must apply to the extent that it is the entity that takes it over. According to the practice of the Federal Office of Trade Registry (which is clearly unchallenged in the courts), the incoming mass transfer can only be registered in the relevant Swiss trade register if Swiss law imposes such registration in accordance with a particular provision (. B, for example, inbound mass transfers for the payment of social capital for the creation or capital increase of the Swiss beneficiary entity; Otherwise, the transaction should not be registered in the Swiss Register of Trade. As an important (other) measure of creditor protection, similar to a split, the ceding entity is jointly responsible for the transferred debt (i.e. found before that transfer) for three years, but not the other way around. Joint and several liability also applies to all commitments arising from employment contracts due up to the date on which the employment relationship could normally be terminated. Specific information and consultation requirements must be met when transmitting labour relations. Workers may refuse to transfer their labour relations. Many companies, including retailers, work on credit.

They buy the inventory on credit in the hope of selling it for a profit before the credit terms expire. The sale of these assets in large quantities to avoid creditors poses two problems: when a property is transferred, the corresponding parts of the mass transfer contract must be created as a public deed and certified notarized by a notary. A single public deed is sufficient, even if the property is located in different cantons. The public deed must be issued by an approved notary at the headquarters of the transfer facility. The CIPL provides for two types of mass cross-border transmission in Switzerland: unlike a legal merger, the national mass transfer as such does not resolve the transmission unit and the issuing entity does not lead to the delisting of the company absorbed from the trade register. However, where the mass transfer leads to a de facto liquidation of the ceding entity or a substantial reduction in its capital base, the provisions relating to the protection of creditors must be respected. Unlike in the case of a merger, there is no need to tender for creditors. In theory, companies participating in the national mass transfer must insure receivables (on demand) if: when a company withdraws from the business and sells its inventory at an auction, with many buyers at fair value, it is not a fraudulent mass sale.

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