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Shareholders Agreement And Articles Of Association

Shareholders Agreement And Articles Of Association Template for Switzerland

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Key Requirements PROMPT example:

Shareholders Agreement And Articles Of Association

"Need a Shareholders Agreement and Articles of Association for our Swiss-based technology startup, to be implemented by March 2025, covering three co-founders with equal shares and accommodating upcoming Series A investment from two venture capital firms, with specific provisions for IP rights and employee share options."

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Document background
The Shareholders Agreement And Articles Of Association package is essential for establishing and operating a corporation under Swiss law. These documents are typically prepared during company formation or when new shareholders enter an existing company. The Shareholders Agreement provides private contractual arrangements between shareholders, covering aspects such as share transfer restrictions, voting rights, and exit mechanisms, while the Articles of Association serve as the company's public constitutional document, complying with Swiss Code of Obligations requirements. This documentation is particularly crucial when multiple shareholders are involved, especially in cases of joint ventures, venture capital investments, or family businesses. The Swiss jurisdiction offers significant flexibility in structuring these arrangements while maintaining strong corporate governance standards and shareholder protections.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and company formation

3. Definitions: Key terms used throughout both documents

4. Company Name, Registered Office and Purpose: Statutory requirements under Swiss law for the Articles

5. Share Capital and Shares: Details of share capital structure, share classes, and nominal values

6. Share Transfer Restrictions: Rules governing the transfer of shares and related procedures

7. Corporate Bodies: Structure and powers of the board of directors, shareholders' meeting, and auditors

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

9. Board of Directors: Composition, appointment, removal, and powers of the board

10. Management: Delegation of management and representation rights

11. Voting Rights and Resolutions: Voting mechanisms and majority requirements

12. Preemptive Rights: Rights of first refusal and pre-emptive rights on share transfers

13. Tag-Along and Drag-Along Rights: Exit mechanisms and forced co-sale provisions

14. Dividend Policy: Principles for profit distribution and dividend payments

15. Information Rights: Shareholders' rights to company information and reporting obligations

16. Non-Competition and Confidentiality: Restrictions on competitive activities and confidentiality obligations

17. Term and Termination: Duration of the agreement and termination provisions

18. General Provisions: Miscellaneous legal provisions including governing law and jurisdiction

Optional Sections

1. Anti-Dilution Protection: Provisions protecting shareholders from dilution in case of new share issues, relevant for companies planning future capital increases

2. Intellectual Property Rights: Specific provisions for tech or IP-heavy companies regarding ownership and usage of IP

3. Dead-Lock Resolution: Mechanisms to resolve shareholder disputes, particularly important for 50/50 joint ventures

4. Put and Call Options: Specific share purchase rights, useful for planned exit scenarios or specific shareholder arrangements

5. Employee Share Ownership Plans: Provisions for employee participation schemes, relevant if company plans to offer employee shares

6. Corporate Social Responsibility: Specific commitments to ESG principles, increasingly relevant for modern businesses

7. Digital Rights and Data Protection: Specific provisions for tech companies handling personal data or digital assets

8. Preference Shares Rights: Detailed rights attached to preference shares, if applicable

Suggested Schedules

1. Schedule 1: Shareholder Details: Complete details of all shareholders including shareholding percentages

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values

3. Schedule 3: Board Composition: Current board members and their roles

4. Schedule 4: Business Plan: Initial business plan and strategy

5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous consent

6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7: Valuation Principles: Agreed methods for share valuation

8. Appendix A: Initial Articles of Association: Complete Articles of Association as registered

9. Appendix B: Group Structure Chart: Corporate structure diagram if part of a group

10. Appendix C: Shareholders' Resolutions: Template for written shareholders' resolutions

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

Financial Services

Manufacturing

Healthcare

Real Estate

Retail

Professional Services

Energy

Telecommunications

Media and Entertainment

Biotechnology

Construction

Agriculture

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Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Management

Board of Directors

Corporate Affairs

Compliance

Finance

Investor Relations

Risk Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Managing Director

Board Member

Corporate Lawyer

Investment Director

Compliance Officer

Legal Counsel

Company Secretary

Chief Operating Officer

Head of Corporate Affairs

Investor Relations Director

Industries








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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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