Partnership Subscription Agreement for Switzerland

Partnership Subscription Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that facilitates the subscription of a new partner into an existing partnership structure or the formation of a new partnership interest. The document outlines the terms and conditions of the subscription, including capital commitment, partnership rights, obligations, governance structure, and investment terms. It incorporates specific provisions required under Swiss partnership law, particularly the Swiss Code of Obligations, and addresses regulatory requirements for partnership investments in Switzerland. The agreement serves as a binding contract between the subscribing partner and the partnership entity, establishing clear parameters for the partnership relationship and investment terms.

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What is a Partnership Subscription Agreement?

The Partnership Subscription Agreement is a crucial document used when admitting new partners into an existing partnership or establishing new partnership interests under Swiss law. It is particularly relevant for investment partnerships, private equity firms, and professional service organizations operating in Switzerland. The document combines elements of Swiss partnership law, investment regulations, and contractual principles to create a comprehensive framework for partnership subscriptions. It typically includes detailed provisions on capital contributions, partnership rights, governance structures, and investment terms. The agreement must comply with Swiss regulatory requirements, particularly the Swiss Code of Obligations and financial market regulations. This document type is essential for ensuring clear documentation of partnership terms and protecting the interests of both the partnership and subscribing partners.

What sections should be included in a Partnership Subscription Agreement?

1. Parties: Identification of all contracting parties, including the partnership entity and the subscribing partner

2. Background: Context of the agreement, including brief description of the partnership and purpose of the subscription

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Subscription and Partnership Interest: Details of the partnership interest being subscribed for, including amount, price, and class of interest

5. Payment Terms: Terms and conditions for payment of the subscription amount, including payment schedule and method

6. Closing Conditions: Conditions precedent to the subscription becoming effective

7. Representations and Warranties: Statements of fact and assurances from both the subscribing partner and the partnership

8. Partner Rights and Obligations: Key rights and duties of the subscribing partner, including voting rights and profit sharing

9. Partnership Governance: Management structure and decision-making processes

10. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Partnership Subscription Agreement?

1. Capital Calls: Include when the partnership structure allows for additional capital contributions to be requested from partners

2. Tag-Along Rights: Include when minority partners need protection in case of majority stake sales

3. Drag-Along Rights: Include when majority partners need the ability to force minority partners to join in a sale

4. Key Person Provisions: Include when the partnership relies on specific individuals' involvement

5. Non-Competition: Include when partners should be restricted from competing activities

6. ESG Provisions: Include when environmental, social, and governance considerations are material to the partnership

7. FATCA Compliance: Include when US persons are involved or US investments are contemplated

8. Distribution Policy: Include when specific distribution rules need to be established

9. Advisory Board: Include when the partnership structure includes an advisory board

What schedules should be included in a Partnership Subscription Agreement?

1. Subscription Form: Detailed form capturing subscriber information and subscription details

2. Partnership Agreement: Copy or key terms of the main partnership agreement

3. Investment Guidelines: Parameters and restrictions for partnership investments

4. Fee Schedule: Detailed breakdown of all applicable fees and charges

5. KYC Requirements: List of required know-your-customer documentation and procedures

6. Limited Power of Attorney: If required for certain partnership operations

7. Tax Forms: Required tax declarations and forms

8. Investor Qualification Criteria: Detailed criteria for eligible investors

9. Risk Factors: Comprehensive list of risk factors related to the partnership investment

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Private Equity

Venture Capital

Real Estate

Professional Services

Investment Management

Asset Management

Family Office Services

Healthcare Investment

Technology Investment

Infrastructure Investment

Renewable Energy

Agricultural Investment

Relevant Teams

Legal

Compliance

Finance

Investment Management

Risk Management

Corporate Governance

Fund Administration

Partner Relations

Due Diligence

Corporate Secretariat

Relevant Roles

Managing Partner

Investment Director

Legal Counsel

Chief Financial Officer

Compliance Officer

Fund Manager

Partnership Administrator

Risk Manager

Investment Committee Member

General Counsel

Senior Partner

Corporate Secretary

Chief Investment Officer

Private Equity Manager

Venture Capital Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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