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Founder Shareholder Agreement

Founder Shareholder Agreement Template for Switzerland

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"Need a Founder Shareholder Agreement for a Swiss biotech startup with three co-founders where two will be actively involved in management and one will be a silent partner, with special provisions for intellectual property protection and a vesting schedule starting March 2025."

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Document background
The Founder Shareholder Agreement is a vital document used during company formation or early stages of business development in Switzerland. It serves as the cornerstone agreement between founding members, establishing their rights, responsibilities, and relationships within the corporate structure. This document is particularly crucial in the Swiss business environment, where it must align with specific requirements of the Swiss Code of Obligations while addressing practical business needs. The agreement typically becomes relevant when two or more founders establish a company together, requiring clear documentation of their arrangements regarding share ownership, management rights, decision-making processes, and exit strategies. A well-structured Founder Shareholder Agreement helps prevent future disputes and provides clarity on crucial aspects of corporate governance, making it an essential tool for business formation and ongoing operations in Switzerland.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company as parties to the agreement

2. Background: Context of the company's formation, business purpose, and circumstances leading to the agreement

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

4. Purpose and Scope: Detailed description of the agreement's objectives and its scope of application

5. Share Capital and Shareholders: Details of company's share capital structure and initial shareholdings

6. Contributions and Financing: Founders' initial and future contribution obligations, financing principles

7. Management and Corporate Governance: Board composition, management structure, and decision-making processes

8. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

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

10. Non-Competition and Confidentiality: Competitive restrictions and confidentiality obligations of founders

11. Exit Provisions: Procedures for company sale, IPO, or other exit scenarios

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

13. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices

14. Signatures: Execution block for all parties

Optional Sections

1. Intellectual Property Rights: Specific provisions for IP ownership and licensing when founders bring significant IP to the company

2. Founder Vesting: Vesting provisions for founder shares, typically included when required by investors

3. Dead Lock Resolution: Specific procedures for resolving deadlock situations, important for companies with equal shareholding

4. Put and Call Options: Specific share purchase rights and obligations, included when founders want additional exit flexibility

5. Employee Share Participation: Framework for employee share schemes, included if founders plan to implement ESOP

6. Dividend Policy: Specific provisions on dividend distribution if founders want to establish clear principles

7. Founder Services: Detailed provisions regarding founders' roles and services to the company when founders have specific operational responsibilities

Suggested Schedules

1. Schedule 1: Cap Table: Detailed breakdown of shareholdings and share classes

2. Schedule 2: Business Plan: Initial business plan and key milestones

3. Schedule 3: Articles of Association: Company's current articles of association

4. Schedule 4: Board Regulations: Internal regulations governing board operations

5. Schedule 5: Intellectual Property Register: List of IP rights owned by or licensed to the company

6. Schedule 6: Founder Details: Detailed information about founders including contact details and roles

7. Schedule 7: Reserved Matters: List of decisions requiring special majority or unanimous approval

8. Appendix A: Share Transfer Notice: Template for share transfer notifications

9. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement

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
Relevant legal definitions
















































Clauses







































Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

E-commerce

Professional Services

Real Estate

Media and Entertainment

Biotechnology

Consumer Goods

Software Development

Consulting

Retail

Education Technology

Clean Technology

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Strategy

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Founder

Co-Founder

Chief Legal Officer

General Counsel

Corporate Lawyer

Chief Financial Officer

Board Member

Company Secretary

Managing Director

Legal Counsel

Corporate Secretary

Chief Operating Officer

Head of Legal

Investment Director

Venture Capital Partner

Private Equity Manager

Start-up Advisor

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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