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Partnership Shareholder Agreement
"I need a Partnership Shareholder Agreement for a Swiss technology startup with three founding partners and two venture capital investors, including provisions for future funding rounds and employee share options, to be implemented by March 2025."
1. Parties: Identification of all partners/shareholders and their contact details
2. Background: Context of the partnership formation, business purpose, and existing relationships between parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, capital contributions, and ownership percentages
5. Share Capital and Shareholdings: Details of share capital, share classes, and initial shareholding distribution
6. Management and Decision Making: Governance structure, voting rights, and decision-making processes
7. Transfer Restrictions: Limitations on share transfers, right of first refusal, and tag-along/drag-along rights
8. Valuation: Methods for valuing shares and the business for various purposes
9. Financial Matters: Profit distribution, dividend policy, and capital calls
10. Competition and Confidentiality: Non-compete provisions and protection of confidential information
11. Deadlock Resolution: Procedures for resolving fundamental disagreements between partners
12. Termination: Circumstances and procedures for terminating the agreement or partnership
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Intellectual Property Rights: Required when the partnership owns or develops significant IP assets
2. Employee Share Schemes: Needed when the partnership plans to offer shares to employees
3. International Operations: Required for partnerships operating across multiple jurisdictions
4. Put and Call Options: Optional mechanisms for forced share transfers in specific circumstances
5. Advisory Board: Provisions for establishing and operating an advisory board if desired
6. Family Members Provisions: Required for family businesses to address succession and family-specific issues
7. Exit Strategy: Detailed procedures for IPO or sale of the business if contemplated
1. Schedule 1: Details of Partners/Shareholders: Complete information about each partner including shareholding and contact details
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Share Capital Structure: Detailed breakdown of share classes, rights, and ownership
4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous consent
5. Schedule 5: Valuation Methodology: Detailed procedures and formulas for share valuation
6. Schedule 6: Initial Officers and Directors: List of initial management team and board members
7. Schedule 7: Deed of Adherence: Template for new shareholders joining the agreement
8. Appendix A: Articles of Association: Copy of the company's current articles of association
9. Appendix B: Key Contracts: Copies or summaries of material contracts affecting the partnership
Authors
Professional Services
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Hospitality
Consulting
Family Businesses
Start-ups
Private Equity
Venture Capital
Industrial
Agriculture
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Risk Management
Investment
Business Development
Strategy
Corporate Affairs
Mergers & Acquisitions
Shareholder Relations
Chief Executive Officer
Managing Partner
Chief Financial Officer
General Counsel
Corporate Secretary
Board Director
Managing Director
Chief Legal Officer
Investment Director
Compliance Officer
Corporate Governance Officer
Partner
Senior Partner
Executive Director
Head of Legal
Chief Operating Officer
Company Secretary
Shareholder Representative
Business Development Director
Risk Management Officer
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