Company Partnership Agreement Template for Switzerland

A Company Partnership Agreement is your foundation for establishing a legally compliant business partnership in Switzerland. This document creates the contractual framework between partners, defining everything from capital contributions to profit distribution under Swiss law. Whether you're forming a simple partnership (einfache Gesellschaft) or a general partnership (Kollektivgesellschaft), this agreement protects your interests and ensures regulatory compliance.

When do you need this document?

You need a Company Partnership Agreement when establishing any business partnership in Switzerland involving two or more parties. This includes professional service providers combining their practices, family members formalizing a family business, international partners entering the Swiss market, or companies creating joint ventures. The agreement is essential when partners contribute different types of assets—whether cash, property, or expertise—and need clear terms for profit sharing and decision-making. You'll also need this document when converting an informal business relationship into a legally recognized partnership or when foreign entities seek to establish partnerships with Swiss businesses.

Key legal considerations

Under Swiss law, your partnership agreement must clearly define each partner's capital contributions, whether monetary or in-kind, as these determine profit and loss sharing ratios. The agreement should specify management authority and decision-making processes, particularly for decisions requiring unanimous consent versus simple majority. You must address liability provisions carefully, as partners in general partnerships face unlimited personal liability for partnership debts. The document should include comprehensive exit clauses covering voluntary withdrawal, expulsion of partners, and dissolution procedures. Competition restrictions and confidentiality provisions are crucial for protecting partnership interests, especially in professional services. Consider including dispute resolution mechanisms, such as mediation or arbitration, to avoid costly litigation.

Legal requirements in Switzerland

Swiss partnership law under the Code of Obligations (Articles 530-593) governs your agreement's essential elements. For simple partnerships, no registration is required, but the partnership lacks legal personality and cannot own property directly. General partnerships must register with the Commercial Register and can acquire legal personality, enabling property ownership and enhanced credibility. Your agreement must comply with Swiss Commercial Register Ordinance requirements if registration is necessary. Tax obligations vary significantly between partnership types—simple partnerships are transparent for tax purposes, while registered partnerships may face different obligations. The agreement should address VAT registration requirements if annual turnover exceeds CHF 100,000. International partnerships must consider double taxation treaties and ensure compliance with both Swiss federal law and relevant cantonal regulations, particularly regarding foreign investment restrictions.