All about the partnership agreement

In Switzerland, there are various legal forms available for setting up a company, which must be complied with. The choice depends on liability issues, company size, capital, and tax considerations. The most common forms are:

• Sole proprietorship: Ideal for small businesses, no separation of private and business assets.
• GmbH (limited liability company): A combination of limited liability and flexibility, with a minimum start-up capital of CHF 20,000.
• AG (corporation): Offers a high degree of security through the separation of private and company assets, but requires a minimum capital of CHF 100,000, at least half of which must be paid in at the time of formation.
• Collective partnership: Suitable for small teams with personal liability.
• Limited commercial partnership: A hybrid form combining personal liability (general partners) and limited liability (limited partners).

A partnership agreement can take many different forms. Not every type of company requires a written partnership agreement. Some types of companies can be established informally, while others require public certification or entry in the commercial register. Depending on the legal form, the partnership agreement can take the following forms:

• GmbH (limited liability company): The articles of association are the actual partnership agreement for a GmbH. These must be notarized. A partnership agreement (i.e., an agreement between the partners of the LLC) can supplement the articles of association.
• AG (public limited company): The partnership agreement is recorded in the form of the articles of association. A shareholder agreement can supplement the articles of association.

Sole proprietorships do not require a partnership agreement, as there is no cooperation between several legal entities or natural persons.

A well-structured partnership agreement is necessary to avoid misunderstandings and disputes. The following important points should always be included in the partnership agreement. This ensures that the partnership agreement contains the essential provisions:

1. Name (company name) and registered office of the company: Important for identification and (if applicable) entry in the commercial register.
2. Purpose of the company: Definition of the business objective.
3. Shares: Regulations and distribution of contributions by shareholders in partnerships.
4. Rights and obligations of shareholders: Regulations that define the structure and cooperation.
5. Distribution of profits and losses: How are profits and losses distributed?
6. Decision-making: Guidelines for voting and voting rights.
7. Withdrawal and entry of shareholders: Clarification of the modalities in the event of changes in the group of shareholders.
8. Dissolution of the company: Provisions in the event of dissolution or insolvency.

It is advisable to include content that tailors the company to the personal situation and to adapt the partnership agreement accordingly. To avoid legal problems, the partnership agreement should not only be based on a template, but should also be drawn up with professional advice. This ensures that it contains the necessary content for the chosen form of company.

The limited liability company (GmbH) is one of the most popular legal forms in Switzerland. It offers limited liability and requires a minimum start-up capital of CHF 20,000, which must be contributed when founding a GmbH.

The GmbH’s articles of association, which take the form of statutes, are a central component and must be notarized. Registration is carried out by the Commercial Register Office in the Swiss Commercial Register Gazette. Further information can be found in our blog about founding a GmbH.

The public limited company (AG) is one of the most important legal forms for companies in Switzerland. It can be founded by one or more natural or legal persons who contribute a minimum capital of CHF 100,000, 50% of which must be paid in at the time of formation.

Liability is limited to the company’s assets, meaning that shareholders are only liable for the capital they have contributed. The formation requires public certification and entry in the commercial register.

Another feature of the AG is the possibility of anonymous participation by shareholders, as their names do not have to appear in the commercial register.

A shareholders’ agreement can supplement the articles of association of the public limited company and regulates additional agreements between the shareholders, for example on voting rights, the transfer of shares, or decision-making processes that are not specified in the articles of association. Further information on founding an AG and the shareholders’ agreement can be found in our blogs.

For most companies in Switzerland, entry in the commercial register is mandatory. This step makes the company legally capable of acting and serves the purpose of transparency.

For certain legal forms, such as a limited liability company (GmbH) or public limited company (AG), notarization is also mandatory.

Entry in the commercial register is an important step to ensure that the company is officially recognized. This entry is mandatory for general partnerships and limited partnerships.

A written partnership agreement is popular in practice. Even if it is not mandatory for some legal forms, it offers clear advantages:

• Legal certainty: All regulations are documented and legally binding.
• Avoidance of disputes: Misunderstandings can be avoided.
• Flexibility: A well-designed agreement allows for adjustments to new circumstances.
• Management: All details regarding company management and the individual bodies, such as the shareholders’ meeting, can be specified and decided upon in more detail.

A partnership agreement is crucial for the formation of partnerships in order to clearly regulate the rights and obligations of the partners.

For corporations such as limited liability companies or stock corporations, a written partnership agreement is not only recommended, but also required by law: the articles of association. These are often supplemented by a shareholder agreement.

A well-thought-out partnership agreement regulates all important management aspects and can prevent misunderstandings or disputes. A template and legal advice can help you draw up a partnership agreement that meets your individual needs.

Professional support is advisable when amending a partnership agreement, registering it in the commercial register, or choosing the appropriate legal form. This ensures that your company remains legally secure and focused on long-term success.