Company Agreement for Switzerland

Company Agreement Template for Switzerland

A comprehensive legal document governed by Swiss law that establishes the foundational framework for a company's operation and governance. This agreement outlines the relationships between shareholders, defines management structures, and sets forth crucial operational procedures in accordance with the Swiss Code of Obligations. It encompasses essential elements such as share capital allocation, voting rights, transfer restrictions, and corporate governance mechanisms, while ensuring compliance with Swiss federal and cantonal regulations. The document serves as the primary reference point for company operations and shareholder relationships.

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What is a Company Agreement?

The Company Agreement serves as the cornerstone document for establishing and operating a business entity under Swiss law. This document is essential when founding a new company or restructuring an existing one, providing a comprehensive framework that governs relationships between shareholders and establishes operational protocols. It must comply with the Swiss Code of Obligations and related federal legislation, making it particularly important to have precise drafting that addresses both mandatory legal requirements and specific business needs. The Company Agreement typically includes detailed provisions on share capital, management structure, shareholder rights and obligations, profit distribution, and dispute resolution mechanisms. It's particularly crucial for entities requiring clear governance structures, multiple shareholders, or specific operational requirements.

What sections should be included in a Company Agreement?

1. Parties: Identification of all founding shareholders/members with full legal names and addresses

2. Background: Context of the company formation and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Company Formation and Purpose: Legal form, company name, registered office, and business purpose

5. Share Capital and Contributions: Structure of share capital, nominal value, and contribution requirements

6. Shareholders and Their Rights: Rights, obligations, and restrictions of shareholders

7. Transfer of Shares: Rules and restrictions regarding share transfers, including pre-emptive rights

8. Corporate Governance: Management structure, appointment process, and decision-making procedures

9. General Meeting: Rules for conducting shareholder meetings and voting procedures

10. Board of Directors: Composition, powers, and responsibilities of the board

11. Financial Matters: Financial year, accounts, audit requirements, and profit distribution

12. Termination and Liquidation: Procedures for company dissolution and asset distribution

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

What sections are optional to include in a Company Agreement?

1. Intellectual Property Rights: Required when the company owns or develops significant IP assets

2. Non-Competition: Needed when shareholders have competing business interests

3. Tag-Along and Drag-Along Rights: Important for companies planning future sales or exits

4. Deadlock Resolution: Essential for companies with equal shareholdings

5. Employee Participation: Required when implementing employee share schemes

6. Branch Offices: Necessary when the company plans to operate multiple locations

7. Special Voting Rights: When certain shareholders receive enhanced voting privileges

8. Compliance: Required for regulated industries or specific business sectors

What schedules should be included in a Company Agreement?

1. Schedule 1 - Initial Shareholders and Capital Contributions: Detailed list of shareholders and their initial investments

2. Schedule 2 - Business Plan: Initial business plan and strategic objectives

3. Schedule 3 - Articles of Association: Full text of the company's articles of association

4. Schedule 4 - Board Regulations: Detailed procedures for board operations

5. Schedule 5 - Shareholder Resolutions: Template forms for shareholder resolutions

6. Appendix A - Company Registration Documents: Copies of official registration documents

7. Appendix B - Specimen Signatures: Authorized signatures for company operations

8. Appendix C - Initial Management Structure: Organization chart and management responsibilities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Education

Construction

Transportation

Hospitality

Energy

Agriculture

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Investment Relations

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Managing Director

Board Member

Shareholder Relations Manager

Compliance Officer

Corporate Governance Officer

Business Development Director

Investment Manager

Risk Manager

General Counsel

Company Founder

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What is a Company Agreement?

What sections should be included in a Company Agreement?

What sections are optional to include in a Company Agreement?

What schedules should be included in a Company Agreement?

Authors

Alex Denne

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