The General Partnership Contract is a fundamental document used when two or more parties wish to establish a general partnership (Kollektivgesellschaft) under Swiss law. This type of agreement is particularly suitable for small to medium-sized businesses where partners plan to actively participate in management and are willing to accept unlimited personal liability for the partnership's obligations. The contract must comply with the Swiss Code of Obligations (specifically Articles 552-593) and include essential provisions regarding partner contributions, profit sharing, management rights, and decision-making processes. It requires registration in the Commercial Register and is commonly used by professional service providers, traders, and various business operators who value the flexibility and personal nature of the partnership structure. The document serves as the partnership's constitution, governing all aspects of the business relationship between partners.
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1. Parties: Identification and details of all partners forming the general partnership
2. Background: Context of the partnership formation and partners' intention to establish a general partnership
3. Definitions: Key terms used throughout the agreement
4. Partnership Name and Registered Office: Official name of the partnership and its registered address in Switzerland
5. Purpose and Scope: Business objectives and activities of the partnership
6. Duration: Term of the partnership (whether fixed or indefinite)
7. Capital Contributions: Details of initial and any subsequent capital contributions by partners
8. Partnership Interests: Partners' ownership percentages and voting rights
9. Management and Representation: Management structure and partner authority to represent the partnership
10. Partner Duties and Obligations: Partners' responsibilities, duty of loyalty, and non-compete obligations
11. Profit and Loss Allocation: Distribution of profits and losses among partners
12. Banking and Financial Matters: Financial management, accounting periods, and banking arrangements
13. Partner Meetings: Procedures for partner meetings and decision-making processes
14. Admission of New Partners: Process and conditions for admitting new partners
15. Transfer of Partnership Interests: Rules regarding the transfer of partnership interests
16. Partner Exit and Retirement: Procedures for voluntary partner withdrawal or retirement
17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
18. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
19. Amendments: Procedures for modifying the partnership agreement
1. Intellectual Property Rights: Used when the partnership owns or develops IP assets
2. Employee Regulations: Include when the partnership expects to have employees
3. Partner Insurance: Required when partners agree to maintain specific insurance coverage
4. Dispute Resolution: Alternative dispute resolution procedures, if partners wish to specify mediation before court proceedings
5. International Operations: Include for partnerships conducting business across borders
6. Environmental Compliance: Necessary for partnerships in industries with environmental impacts
7. Digital Assets and Online Presence: Include when the partnership operates digital platforms or maintains significant online presence
8. Real Estate Holdings: Required when the partnership owns or leases significant real estate
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2 - Partner Contact Information: Complete contact details and addresses of all partners
3. Schedule 3 - Business Plan: Initial business plan and strategy of the partnership
4. Schedule 4 - Partnership Assets: Inventory of partnership assets at formation
5. Schedule 5 - Management Structure: Detailed organizational structure and management responsibilities
6. Schedule 6 - Accounting Policies: Specific accounting principles and procedures to be followed
7. Appendix A - Sample Partner Resolution: Template for documenting partner decisions
8. Appendix B - Power of Attorney Template: Standard form for delegating partner authority
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