¶¶Òõ¶ÌÊÓƵ

The General Partnership Contract is a fundamental document used when two or more parties wish to establish a general partnership (Kollektivgesellschaft) under Swiss law. This type of agreement is particularly suitable for small to medium-sized businesses where partners plan to actively participate in management and are willing to accept unlimited personal liability for the partnership's obligations. The contract must comply with the Swiss Code of Obligations (specifically Articles 552-593) and include essential provisions regarding partner contributions, profit sharing, management rights, and decision-making processes. It requires registration in the Commercial Register and is commonly used by professional service providers, traders, and various business operators who value the flexibility and personal nature of the partnership structure. The document serves as the partnership's constitution, governing all aspects of the business relationship between partners.

1. Parties: Identification and details of all partners forming the general partnership

2. Background: Context of the partnership formation and partners' intention to establish a general partnership

3. Definitions: Key terms used throughout the agreement

4. Partnership Name and Registered Office: Official name of the partnership and its registered address in Switzerland

5. Purpose and Scope: Business objectives and activities of the partnership

6. Duration: Term of the partnership (whether fixed or indefinite)

7. Capital Contributions: Details of initial and any subsequent capital contributions by partners

8. Partnership Interests: Partners' ownership percentages and voting rights

9. Management and Representation: Management structure and partner authority to represent the partnership

10. Partner Duties and Obligations: Partners' responsibilities, duty of loyalty, and non-compete obligations

11. Profit and Loss Allocation: Distribution of profits and losses among partners

12. Banking and Financial Matters: Financial management, accounting periods, and banking arrangements

13. Partner Meetings: Procedures for partner meetings and decision-making processes

14. Admission of New Partners: Process and conditions for admitting new partners

15. Transfer of Partnership Interests: Rules regarding the transfer of partnership interests

16. Partner Exit and Retirement: Procedures for voluntary partner withdrawal or retirement

17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

18. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

19. Amendments: Procedures for modifying the partnership agreement