Startup Shareholders Agreement Template for Switzerland

The Startup Shareholders Agreement is a fundamental document for Swiss startups, typically implemented during company formation or early investment rounds. It serves as the cornerstone agreement governing the relationship between shareholders, the company's governance structure, and key operational aspects. This document becomes particularly crucial when startups seek external investment, as it provides clarity on shareholder rights, share transfer restrictions, and exit mechanisms. Under Swiss law, particularly the Swiss Code of Obligations, this agreement complements the company's Articles of Association and provides additional layers of protection and clarity for all stakeholders. It addresses specific needs of growing companies, including provisions for future funding rounds, anti-dilution protection, and mechanisms for resolving potential conflicts between shareholders.

1. Parties: Identification of all shareholders and the company, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, including company formation, current shareholding structure, and purpose of the agreement

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

4. Share Capital and Shareholding Structure: Details of the company's share capital, share classes, and current distribution of shares

5. Shareholders' Commitments and Contributions: Obligations of shareholders including capital contributions, non-financial contributions, and any future funding commitments

6. Management and Corporate Governance: Board composition, appointment rights, management structure, and decision-making processes

7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements

8. Transfer Restrictions: Limitations on share transfers, including right of first refusal, tag-along and drag-along rights

9. Exit Provisions: Procedures and rights relating to company sale, IPO, or other exit events

10. Anti-dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

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

14. General Provisions: Standard clauses including governing law, jurisdiction, notices, and amendment procedures