Informal Partnership Agreement Template for Switzerland

An Informal Partnership Agreement allows you to establish a business collaboration in Switzerland while maintaining flexibility and avoiding the complexities of formal corporate structures. This document creates a simple partnership (einfache Gesellschaft) under Swiss law, enabling you to work together with clear guidelines while preserving your independence as individual business owners or professionals.

When do you need this document?

You need an Informal Partnership Agreement when collaborating with other professionals, freelancers, or small business owners on projects or ongoing ventures. It's essential for consultants joining forces for client work, artisans combining their skills for market access, or service providers sharing resources and expertise. This agreement is particularly valuable when you want to test a business relationship before committing to formal corporate structures, or when your collaboration is temporary or project-specific. Unlike formal partnerships, this arrangement allows you to maintain your existing business structures while clearly defining your collaborative relationship.

Key legal considerations

Your agreement must clearly define each partner's contributions, whether monetary, equipment, expertise, or labor, as these determine profit-sharing ratios and liability exposure. Under Swiss law, partners are jointly and severally liable for partnership debts, making liability limitation clauses crucial for protecting your personal assets. Decision-making processes require careful consideration, as Swiss law presumes equal voting rights unless otherwise specified. You should address intellectual property ownership, particularly important for creative professionals and consultants. The agreement must also cover exit strategies, including how to handle client relationships, ongoing projects, and asset distribution upon dissolution. Consider including non-compete clauses and confidentiality provisions to protect sensitive business information and client relationships.

Legal requirements in Switzerland

Swiss law does not require written agreements for simple partnerships, but having a written document provides crucial legal protection and clarity. Your partnership falls under Articles 530-551 of the Swiss Code of Obligations, which govern formation, partner rights and obligations, and dissolution procedures. While no formal registration is required, you may need to register for VAT if your combined annual revenue exceeds CHF 100,000. Each partner remains individually responsible for their own tax obligations and social insurance contributions. The partnership itself is not a separate tax entity, with profits and losses flowing through to individual partners' tax returns. Consider consulting with a Swiss attorney to ensure compliance with local business regulations and to understand potential liability implications under Swiss commercial law.