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Letter of Intent for a Business Acquisition in Switzerland

Governing law, forum, and the drafting notes that actually change when you build a Letter of Intent for Switzerland.

Letter of Intent governed by the law of Switzerland

DealDocs sets Swiss substantive law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods as the governing law when you choose Switzerland. The forum clause reads: “The courts of the city of Zurich, Switzerland shall have exclusive jurisdiction in respect of any dispute arising out of or in connection with this document.”

Governing law

Swiss substantive law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods

Legal system

Civil law, a civil law system, where rules are drawn primarily from codified statutes rather than from a body of judicial precedent.

Conventional arbitration seat

Zurich, Switzerland

Naming a party formed here

DealDocs' guided interview references Switzerland when you enter a party formed in Switzerland.

What's different about a Letter of Intent in Switzerland

The same narrow culpa in contrahendo doctrine applies to an LOI, so non-binding language is conventional and generally effective. Where real estate is part of the transaction, Swiss law requires a public deed regardless of what the LOI itself says, and DealDocs' governing law clause expressly excludes the CISG, which would otherwise apply automatically to cross-border sales.

Build your LOI for Switzerland now

The guided interview asks for the governing law up front, so the right jurisdiction-specific clauses are included automatically. Preview the full plain English guide and completeness check for free before you unlock the document.

Frequently asked questions

Does Swiss law require anything extra for a real estate LOI?

Yes, a public deed is required for real estate regardless of the LOI's own terms.

Why does the governing law clause say Swiss substantive law?

That phrasing excludes conflict of laws rules and the CISG, which would otherwise apply automatically to cross-border sales.

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