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Sole Member Operating Agreement

Sole Member Operating Agreement Template for Switzerland

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Key Requirements PROMPT example:

Sole Member Operating Agreement

"I need a Sole Member Operating Agreement for my new Swiss tech startup GmbH launching in March 2025, with specific provisions for intellectual property protection and potential future investor participation."

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Document background
The Sole Member Operating Agreement is a crucial document required when establishing or operating a single-member limited liability company (³Ò³¾²ú±á/³§Ã °ù±ô) in Switzerland. This agreement becomes necessary when an individual or entity decides to form a Swiss LLC with sole ownership, providing a comprehensive framework for company operations while ensuring compliance with Swiss corporate law requirements. The document addresses essential aspects such as capital contribution, management structure, decision-making processes, and profit distribution, all within the context of Swiss legal requirements. It serves as both a governance tool and a reference document for interactions with Swiss authorities, banks, and other business partners. The agreement must be drafted in accordance with the Swiss Code of Obligations (OR) Articles 772-827 and should be suitable for registration with the Swiss Commercial Register.
Suggested Sections

1. Parties: Identifies the sole member and the company as parties to the agreement

2. Background: Explains the context and purpose of establishing the single-member LLC

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of company formation, registered name, and purpose

5. Registered Office: Specification of the company's registered office location

6. Capital Structure: Details of share capital, contribution, and capital requirements

7. Management and Administration: Rules for company management and decision-making processes

8. Members' Rights and Obligations: Rights and responsibilities of the sole member

9. Financial Matters: Provisions for accounting, distributions, and fiscal year

10. Transfer of Membership Interest: Rules governing the transfer or sale of membership interests

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

12. Notices: Communication procedures and requirements

13. Governing Law: Confirms Swiss law as governing law and jurisdiction

14. General Provisions: Miscellaneous legal provisions and boilerplate clauses

Optional Sections

1. Business Plan: Detailed business objectives and strategies, recommended for companies seeking financing

2. Succession Planning: Provisions for business continuation in case of member's death or incapacity

3. Intellectual Property Rights: Provisions regarding IP ownership and protection, important for technology or creative businesses

4. Employment Matters: Rules regarding employment of staff and related policies

5. Confidentiality: Additional confidentiality provisions beyond standard requirements

6. Dispute Resolution: Detailed procedures for handling disputes, including mediation or arbitration

7. Insurance: Required insurance coverage and related obligations

8. Banking and Signatures: Specific provisions regarding banking authority and signature requirements

Suggested Schedules

1. Initial Capital Contribution: Detailed breakdown of the member's initial capital contribution

2. Company Details: Specific information about the company including registration numbers and addresses

3. Management Structure: Detailed organizational chart and management responsibilities

4. Business Assets: List of company assets and their valuation

5. Intellectual Property Register: List of company's intellectual property rights and registrations

6. Sample Forms: Templates for various corporate actions and resolutions

7. Insurance Policies: List of required insurance policies and coverage details

8. Initial Business Plan: Detailed business plan and financial projections

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






























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Relevant Industries

Technology

Professional Services

Retail

Manufacturing

Real Estate

Consulting

E-commerce

Healthcare

Financial Services

Agriculture

Construction

Hospitality

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Tax

Administration

Executive Leadership

Business Development

Company Secretariat

Relevant Roles

CEO

Business Owner

Entrepreneur

Managing Director

General Counsel

Legal Counsel

Corporate Secretary

Chief Financial Officer

Finance Director

Tax Director

Compliance Officer

Business Development Manager

Company Founder

Start-up Founder

Corporate Lawyer

Legal Administrator

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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