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A Dissolution Agreement outlines how business partners, companies, or organizations will formally end their relationship and divide their assets. In Switzerland, these agreements play a crucial role under the Code of Obligations, helping prevent disputes when partnerships break up or companies close down.

The agreement typically covers the distribution of property, settlement of debts, handling of ongoing contracts, and any post-dissolution obligations. Swiss law requires these documents to address employee rights, tax consequences, and proper business deregistration with cantonal authorities. Many businesses pair this with a liquidation plan to ensure a smooth wind-down process.

Consider creating a Dissolution Agreement when you need to formally end a business partnership, close down a company, or wrap up a joint venture in Switzerland. This becomes especially important during friendly separations, as it helps prevent future misunderstandings about asset division, debt responsibilities, and ongoing obligations.

The agreement proves particularly valuable when dealing with complex assets, intellectual property rights, or multiple stakeholders. Swiss law requires clear documentation of business closures, making this agreement essential for proper deregistration with cantonal authorities and compliance with tax regulations. It also helps protect all parties when handling employee contracts and pending business commitments.

• Partnership Dissolution Agreements: Handle the breakup of simple partnerships, covering basic asset division and debt settlement
• Corporate Dissolution Agreements: More complex documents for closing Swiss corporations (AG/SA) or limited liability companies (GmbH/S��rl), addressing shareholder rights and regulatory requirements
• Joint Venture Dissolution Agreements: Focus on unwinding specific projects or ventures while preserving intellectual property rights and confidentiality
• Amicable Separation Agreements: Used for mutually agreed business separations, emphasizing fair distribution and continued cooperation
• Emergency Dissolution Agreements: Streamlined versions for urgent situations like financial distress or legal compliance issues

• Business Partners: Primary parties to the Dissolution Agreement, responsible for negotiating terms and ensuring fair asset division
• Corporate Lawyers: Draft and review agreements to ensure compliance with Swiss law and protect client interests
• Company Directors: Sign and execute the agreement on behalf of their organizations, managing shareholder interests
• Accountants: Handle financial aspects, tax implications, and proper asset valuation during dissolution
• Cantonal Authorities: Review and process business deregistration based on the agreement's terms
• Creditors and Stakeholders: Affected parties whose rights and claims must be addressed in the agreement

• Asset Inventory: Create a detailed list of all company assets, including physical property, accounts, and intellectual property
• Financial Records: Gather current balance sheets, outstanding debts, and tax obligations
• Partner Details: Compile information about all involved parties, including their roles and ownership stakes
• Ongoing Obligations: List active contracts, employee agreements, and business commitments requiring resolution
• Distribution Plan: Outline how assets and responsibilities will be divided among parties
• Timeline Planning: Set realistic deadlines for each dissolution phase and regulatory filing requirements
• Documentation: Our platform generates precise, Swiss-compliant agreements using your specific details

• Party Information: Full legal names and details of all involved entities, including registration numbers
• Effective Date: Clear statement of when the dissolution takes effect and key milestone dates
• Asset Distribution: Detailed breakdown of how property, accounts, and IP will be divided
• Debt Settlement: Plan for handling existing liabilities and payment obligations
• Employee Provisions: Treatment of employment contracts and social security obligations
• Tax Implications: Clarification of tax responsibilities and reporting requirements
• Governing Law: Explicit reference to Swiss law and relevant cantonal jurisdiction
• Signatures: Proper execution blocks for all authorized representatives

A Dissolution Agreement differs significantly from a Buy-Sell Agreement in both purpose and timing. While both deal with ownership changes, they serve distinct functions in Swiss business law.

• Primary Purpose: Dissolution Agreements end business relationships and distribute all assets, while Buy-Sell Agreements plan for future ownership transfers while maintaining business continuity
• Timing of Effect: Dissolution takes immediate effect to wind down operations, whereas Buy-Sell typically activates only upon specific triggering events like retirement or death
• Asset Treatment: Dissolution involves complete distribution of all assets, while Buy-Sell focuses on ownership stake transfer
• Business Continuation: Dissolution terminates the business entity, but Buy-Sell ensures business operations continue under new ownership
• Regulatory Requirements: Dissolution needs immediate cantonal authority notification, while Buy-Sell mainly affects internal stakeholders