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Amended And Restated Operating Agreement

Amended And Restated Operating Agreement Template for Switzerland

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Key Requirements PROMPT example:

Amended And Restated Operating Agreement

"I need an Amended and Restated Operating Agreement for our Swiss GmbH that reflects the addition of three new members and increases our share capital from CHF 20,000 to CHF 100,000, to be effective from March 1, 2025."

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Document background
An Amended and Restated Operating Agreement is utilized when a Swiss GmbH/Sàrl needs to update its existing operating agreement due to significant changes in business structure, ownership, or operations. This document type is particularly relevant when multiple amendments have been made over time, and there's a need to consolidate them into a single, clear document. It must comply with Swiss legal requirements, particularly Articles 772-827 of the Swiss Code of Obligations, which govern limited liability companies. The agreement typically includes updated provisions for corporate governance, quota holdings, transfer restrictions, voting rights, and management structure. This comprehensive document serves as the new governing document for the company, replacing all previous versions while maintaining the historical context of the original agreement and its amendments.
Suggested Sections

1. Parties: Identification of all current members (shareholders) of the GmbH/Sàrl and the company itself

2. Background: Context of the original operating agreement and reason for amendment and restatement

3. Definitions: Key terms used throughout the agreement, including both original and new definitions

4. Company Name, Registered Office and Purpose: Basic company details as required by Swiss law

5. Share Capital and Quotas: Structure of company capital, quota amounts, and contributions

6. Transfer of Quotas and Encumbrances: Rules and restrictions regarding quota transfers and pledges

7. Corporate Bodies and Management: Governance structure, including managing officers and their powers

8. Members' Meeting: Procedures for convening and conducting members' meetings

9. Voting Rights and Resolutions: Voting requirements and decision-making processes

10. Financial Matters: Provisions regarding accounts, distributions, and capital contributions

11. Exit Provisions: Rules for member withdrawal, expulsion, and quota valuation

12. Duration and Termination: Term of the agreement and dissolution procedures

13. General Provisions: Standard clauses including notices, amendments, and governing law

14. Execution: Signature blocks for all parties

Optional Sections

1. Recitals of Amendments: Detailed section listing all changes from original agreement - used when amendments are substantial

2. Intellectual Property Rights: Required when the company owns or develops significant IP

3. Non-Competition and Confidentiality: Added when specific restrictions on members' activities are needed

4. Tag-Along and Drag-Along Rights: Include for companies anticipating future sale or investment

5. Deadlock Resolution: Necessary for companies with equal shareholding or voting rights

6. Advisory Board: Include when company wants to establish non-statutory advisory body

7. Branch Offices: Required when company operates multiple locations

8. Special Rights and Obligations: Used when certain members have unique rights or duties

Suggested Schedules

1. Schedule 1 - Current Members and Quotas: Detailed list of all members and their respective quota holdings

2. Schedule 2 - Amended Provisions: Side-by-side comparison of original and amended provisions

3. Schedule 3 - Managing Officers: List of current managing officers and their specific powers

4. Schedule 4 - Business Plan: Current business plan if referenced in main agreement

5. Schedule 5 - Specimen Signature List: Authorized signatures for company operations

6. Appendix A - Form of Transfer Agreement: Template for future quota transfers

7. Appendix B - Calculation Methods: Detailed formulas for quota valuation and financial distributions

8. Appendix C - Commercial Register Forms: Required forms for registering the amendments

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

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Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Managing Partner

Operations Director

Business Development Director

Company Secretary

Risk Manager

Head of Legal

Finance Director

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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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