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Articles Of Organization And Operating Agreement

Articles Of Organization And Operating Agreement Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Organization And Operating Agreement

"I need Articles of Organization and Operating Agreement for a Swiss technology startup with three founding members, including provisions for future investor rounds and employee stock options, planned to be effective from March 1, 2025."

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Document background
The Articles of Organization and Operating Agreement is a crucial document required when establishing a business entity in Switzerland. It serves as both the founding charter and operational guidebook for the company, combining legal requirements under Swiss law with practical governance mechanisms. This document is essential when registering a new company with the Swiss Commercial Register, seeking business licenses, opening corporate bank accounts, or establishing relationships with business partners. It must comply with the Swiss Code of Obligations and includes detailed provisions about company structure, share capital, member rights, management organization, and operational procedures. The document is particularly important as it establishes the foundation for corporate governance and provides a framework for resolving potential future disputes among members.
Suggested Sections

1. Parties: Identification of all founding members/shareholders with full legal names and addresses

2. Background: Context of company formation and purpose of the agreement

3. Definitions: Key terms used throughout the document

4. Company Name and Registered Office: Official company name, registered address, and possibility for branch offices

5. Purpose of the Company: Detailed description of business activities and objectives

6. Duration: Term of the company's existence (usually indefinite)

7. Share Capital: Amount and structure of capital, including types of shares/quotas

8. Members/Shareholders Rights and Obligations: Basic rights, voting powers, and obligations of members

9. Transfer of Shares/Quotas: Rules and restrictions regarding share transfers

10. Corporate Bodies: Structure and composition of managing bodies (assembly, management, etc.)

11. General Assembly: Rules for meetings, voting, and decision-making processes

12. Management: Appointment, removal, and powers of managers/directors

13. Representation: Rules about who can represent the company and how

14. Financial Year and Accounting: Financial year definition and accounting principles

15. Profit Distribution: Rules for distribution of profits and handling of losses

16. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Non-Competition: Restrictions on members' competing activities, used when specific competition concerns exist

2. Intellectual Property Rights: IP ownership and transfer provisions, important for technology or creative companies

3. Advisory Board: Structure and role of advisory board, useful for larger or more complex organizations

4. Conflict Resolution: Detailed dispute resolution procedures, recommended for multi-member companies

5. Tag-Along Rights: Minority shareholder protections in case of share sales, important for companies with multiple investors

6. Drag-Along Rights: Majority shareholder rights to force share sales, useful for future exit planning

7. Employee Participation: Employee share ownership or profit-sharing schemes, if applicable

8. Digital Meeting Provisions: Rules for virtual meetings and electronic voting, recommended for modern operations

Suggested Schedules

1. Initial Share Capital Contributions: Detailed breakdown of each member's initial capital contribution

2. List of Shareholders: Current shareholders with their respective shareholdings

3. Management Structure: Organizational chart and management responsibilities

4. Specimen Signatures: Authorized signatures for company representation

5. Business Plan: Initial business plan and strategic objectives

6. Intellectual Property Register: List of company's IP assets and rights

7. Internal Regulations: Detailed operational procedures and policies

8. Share Certificate Template: Template for share certificates if physical certificates are issued

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

Technology

Manufacturing

Professional Services

Financial Services

Healthcare

Retail

Real Estate

Construction

Hospitality

Education

Consulting

Energy

Transportation

Media and Entertainment

Agriculture

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Operations

Administrative

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Managing Director

Board Member

General Counsel

Legal Counsel

Compliance Officer

Corporate Governance Officer

Finance Director

Company Director

Business Development Manager

Risk Manager

Operations 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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