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Bylaws Operating Agreement Template for Switzerland

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Key Requirements PROMPT example:

Bylaws Operating Agreement

"I need a Bylaws Operating Agreement for my Swiss technology startup that I'm incorporating in March 2025 as a sole shareholder, with provisions for future venture capital investment and employee stock options."

Document background
The Bylaws Operating Agreement is a foundational document required for all companies incorporated under Swiss law, serving as the company's constitutional framework. It must comply with the Swiss Code of Obligations (OR) and related regulations, particularly Articles 626-629 for mandatory content. This document is essential during company formation and requires updating as the company evolves. It establishes the company's basic structure, governance framework, shareholder rights, and operational procedures. The Bylaws Operating Agreement is particularly crucial for defining decision-making processes, share transfer restrictions, and corporate governance mechanisms, while ensuring compliance with Swiss commercial registry requirements and corporate law principles.
Suggested Sections

1. Company Name, Registered Office, and Purpose: Legal company name, registered address in Switzerland, and company's business purpose

2. Share Capital and Shares: Details of share capital structure, share classes, nominal values, and transfer restrictions

3. Corporate Bodies: Overview of company organs (General Meeting, Board of Directors, Auditors)

4. General Meeting: Powers, convocation, voting rights, and decision-making procedures

5. Board of Directors: Composition, election, duties, organization, and decision-making

6. Representation and Signatures: Rules on who can represent the company and signature requirements

7. Financial Statements and Profit Distribution: Rules on annual accounts, reserves, and dividend distribution

8. Notices and Communications: Methods of official communication with shareholders

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

Optional Sections

1. Contribution in Kind: Include when company accepts non-cash capital contributions

2. Special Privileges: Required when special rights are granted to founders or others

3. Share Transfer Restrictions: Detailed restrictions beyond basic transfer rules, used for closely held companies

4. Authorized Capital: Include when allowing board to increase capital within defined limits

5. Conditional Capital: Include when providing for future conversion rights or employee participation

6. External Auditor: Required for larger companies or when not opting out of audit requirement

7. Non-Competition: Include for smaller companies where shareholders are active in management

Suggested Schedules

1. Share Register: Current list of shareholders and their holdings

2. Organizational Regulations: Detailed rules for board and management organization

3. Signing Authority List: Current authorized signatories and their signing powers

4. Special Rights and Obligations: Details of any special rights or obligations attached to shares

5. Corporate Governance Guidelines: Detailed governance procedures and policies

6. Board Committee Charters: Terms of reference for board committees if established

Authors

Alex Denne

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

Relevant legal definitions






























Clauses































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Construction

Energy

Transportation

Education

Hospitality

Media and Entertainment

Telecommunications

Agriculture

Mining

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Risk Management

Finance

Corporate Affairs

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Compliance Officer

Legal Counsel

Corporate Governance Officer

Risk Manager

Chief Financial Officer

Head of Corporate Affairs

Company Secretary

Shareholder Relations Manager

Executive 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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