Drafting and review of shareholder agreements (SHA)

How can shareholders be bound by common rules and protected against disagreements?

We support you with legally compliant, state of the art shareholder agreements (SHA) to clarify shareholder rights and obligations and prevent disputes.

The shareholder agreement as a contract between shareholders

A shareholder agreement (SHA) is an agreement between the shareholders of a stock corporation or limited liability company, in which they commit themselves to certain rules and performance obligations.

It supplements the articles of association of the company and regulates rights and obligations that go beyond mandatory law in a binding and legally enforceable way. The SHA may include rules on voting rights, pre-emptive rights or contractual penalties for breaches of duty, and it serves to bind the contracting parties to jointly agreed goals in the medium to long term. The agreement often covers topics such as voting at the general shareholder meeting, the composition of the board of directors and the transfer of shares.

Such agreements are valid as long as they do not violate mandatory law or personality rights and remain within the scope of freedom of contract. An SHA can be concluded for a fixed or indefinite period and is binding on all participating shareholders. The agreement is particularly important in the start-up or growth phase of a company, whether to prevent excessive influence or to protect investor rights. An SHA strengthens trust among shareholders and creates stability in internal cooperation within the company.

What we offer:

Contract drafting

We draft your individual SHA tailored to the company’s articles of association, company structure and shareholder structure. We then review the agreement together with you, supplement and finalize it.

Consulting

Our team explains each clause, highlights options and points out the consequences under corporate law.

Support

If necessary, we support you in negotiations with shareholders and finalize the shareholders’ agreement.

Document review

We analyse existing agreements, articles of association and company regulations for consistency with the SHA and identify legal contradictions or potential for optimization—for maximum legal certainty and clarity.

Our service packages

Service package 1:

Drafting of a shareholder agreement

A fixed price starting at CHF 1,300 (plus VAT)

What can you expect?

Initial consultation: We clarify the initial situation together, analyze the shareholder structure and define the objectives of the SHA.
Contract drafting: Drafting of an individual shareholders’ agreement tailored to the articles of association, governance and specific needs of the company and shareholders.
Legal protection: Ensuring that the contract complies with corporate law and the articles of association.
Feedback round: We discuss the draft agreement and incorporate any desired changes.
Additional services: On request, we can also assist you in negotiations with contracting parties or in coordination with the board of directors (not included in the fixed price).

noun: support, assistance, aid

How long does it take?

A few days to 2 weeks, depending on complexity and tasks.

Who is it for?

For founding teams and investor-financed start-ups that need a binding SHA for the first time. The package is also suitable for existing companies.

What is achieved?

Binding contract: All shareholders contractually commit to clear rules, which legally secures the implementation of joint decisions.
Conflict prevention: Clear rules on issues such as voting rights, transfer of shares or exit scenarios prevent future disputes.
Investor confidence: A professionally drafted SHA shows potential investors that the governance structure is sound, which increases the company’s attractiveness.
Planning security: Reliable regulations create long-term stability among shareholders and for the company.

Fast financing

Service package 2:

Review of shareholder agreements

A fixed price starting at CHF 600 (plus VAT)

What can you expect?

Contract analysis: We review your existing SHA in detail – including content, validity and consistency with the articles of association or ancillary agreements.
Risk check: Identification of legal weaknesses, outdated clauses or regulations that could violate mandatory law.
Optimization suggestions: Concrete recommendations for adjustments or additions – e.g., regarding performance obligations, exit provisions or share transfer restrictions.
Review meeting: We discuss the results with you and clarify how the SHA can be revised to be legally compliant and practical.
Additional services: We can also revise or redraft the agreement (not included in the fixed price).

Feedback round

Who is it for?

For existing companies, scale-ups or investors who would like to have an existing shareholders’ agreement reviewed for validity and legal consistency.

What is achieved?

Risk reduction: Avoidance of potential disputes or invalid provisions through legally compliant corrections.
Contract security: The SHA meets all current legal requirements and does not conflict with mandatory law and regulations.
Transparency: Clarity about rights, obligations and commitments between shareholders – even in cases of unclear contract language or complex structures.
Capacity to act: You can quickly decide whether adjustments are necessary—and how to implement them—based on sound recommendations.

Clear basis for negotiations:

Wie kann Vectra Advisors helfen?

Vectra Advisors are your first choice for shareholder agreements. Our LAWYERS+ support you quickly and pragmatically with all your legal needs. Let’s talk and get started!

Your contact for this topic:

Alex Bardin, Legal Expert

alex.bardin@vectra-advisors.com

Alisa Bernhardt, Legal Expert

alisa.bernhardt@vectra-advisors.com

Book a free, non-binding introductory call with us:

FAQ: Frequently asked questions about shareholder agreements

What is a shareholder agreement and what purpose does it serve?

A shareholder agreement is a contractual agreement between the shareholders of a stock corporation (or a limited liability company). It regulates the relationship between shareholders beyond the articles of association and creates clear structures and rules. Despite the strongly capital-related concept of the stock corporation, in practice there is often a need for a person-related structure of the company. The purpose of the SHA is to regulate the rights and obligations of individual shareholders in a binding manner – for example, in the case of voting rights restrictions, performance obligations of a shareholder, or the sale of shares.

Is the conclusion of a shareholder agreement required by law?

No, the conclusion of a shareholder agreement is not required by law. The parties are generally free to structure the agreement as they wish, as long as it does not conflict with public order or mandatory law provisions. Although a shareholder agreement may not alter the statutory and legal requirements, it can – especially when a stock corporation is founded – close important regulatory gaps that are not covered by the law.

How long is a shareholder agreement valid and can it be terminated?

A shareholder agreement can be concluded for a definite or indefinite period. If flexibility is required, a notice period can be included in the agreement. Unless otherwise agreed, the agreement is generally not subject to any formal requirements and can be terminated. In practice, termination with notice or for good cause is often provided for. In the event of non-performance, a contractual penalty may be agreed upon in order to enforce a shareholder’s performance obligations.

What provisions are often included in a shareholders' agreement?

Typical provisions concern the effect and content of cooperation among shareholders, in particular with regard to the shareholders’ agreement: for example, preemptive rights and purchase and repurchase rights to the company’s shares, provisions on the granting of preemptive rights or rights of first refusal in the event of the entry of non-family shareholders or a concrete purchase offer from a third party. Other areas of regulation include non-competition clauses, binding votes cast at the general meeting and prohibitions on excessive binding of shareholders.

Is there a template or model for a shareholders' agreement?

Although there are various models or templates for shareholders’ agreements, these are often too general and do not take into account the specific corporate law characteristics of the respective corporation. Since the parties have a great deal of creative freedom, it is important to precisely define the personal arrangements and the individual rights and obligations of the shareholders. We therefore recommend not using a general template, but having the agreement drawn up on a sound legal basis in order to provide optimum protection for all shareholders involved.

What can shareholders specifically regulate in a shareholder agreement – and where are the limits?

A shareholder agreement establishes clear rules between the shareholders and gives the parties a great deal of creative freedom. For example, they undertake to comply with certain performance obligations or to cast their votes at the general meeting in a certain way. Despite these far-reaching design options, the limits of freedom of contract apply: the provisions may not alter the rules of company law and must be compatible with stock corporation law and the prohibition of excessive binding. The shareholder’s only obligation under the law – the payment of the share price – remains unaffected and cannot be changed.