Simple Partnership Agreement Template for Switzerland

A Simple Partnership Agreement under Swiss law creates a legally binding relationship between two or more partners who wish to collaborate on business activities. Governed by Articles 530-551 of the Swiss Code of Obligations, this agreement establishes clear terms for your partnership while maintaining operational flexibility.

When do you need this document?

You need a Simple Partnership Agreement when starting any collaborative business venture in Switzerland. This includes professional service partnerships between consultants, freelancers, or artists working together on projects. It's essential for joint ventures where partners combine resources and expertise, such as two businesses collaborating on a specific contract or development project. Family members entering business together also benefit from this formal structure, as it clarifies roles and prevents future disputes. Additionally, entrepreneurs testing business ideas before formal incorporation often use simple partnerships as a stepping stone to assess compatibility and market viability.

Key legal considerations

Under Swiss law, simple partnerships require unanimous partner consent for major decisions unless otherwise specified in your agreement. You must clearly define each partner's capital contributions, whether monetary, property, or services, as these determine profit and loss sharing ratios. The agreement should address management responsibilities and decision-making authority to prevent conflicts. Consider including clauses for partner withdrawal, new partner admission, and partnership dissolution procedures. Liability is a crucial consideration—partners are jointly and severally liable for partnership debts, meaning creditors can pursue any partner for the full amount. Your agreement should also specify how profits and losses are distributed, as Swiss law defaults to equal sharing regardless of contribution levels.

Legal requirements in Switzerland

Simple partnerships in Switzerland don't require formal registration with commercial registries, but you must comply with specific legal frameworks. The Swiss Code of Obligations mandates that partnership agreements can be oral or written, though written agreements provide better legal protection and clarity. If your partnership's annual turnover exceeds CHF 100,000, you must register for Value Added Tax (MWSTG) and comply with federal taxation requirements under the Direct Federal Taxation Act. Partners must declare their share of partnership income on individual tax returns. The agreement must respect Swiss contract law principles, including legal capacity requirements under the Swiss Civil Code. While no specific form is required, ensure your agreement clearly establishes the partnership's purpose, duration, and essential terms to avoid disputes and ensure enforceability under Swiss courts.