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The Operating Partnership Agreement is a crucial legal document used in Switzerland when two or more parties wish to establish and operate a business partnership. This document is essential for compliance with Swiss federal law, particularly the Swiss Code of Obligations (OR), which provides the legal framework for partnership structures. The agreement should be used when partners want to formalize their business relationship, clearly defining each partner's rights, responsibilities, capital contributions, profit-sharing arrangements, and management rights. It includes provisions for partnership governance, decision-making processes, dispute resolution, and eventual dissolution or exit strategies. The document must be drafted with careful consideration of Swiss regulatory requirements, including commercial register regulations and relevant cantonal laws.

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and its intended purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership formation, name, and registered office

5. Purpose and Business Scope: Detailed description of partnership's business activities and objectives

6. Capital Contributions: Initial and ongoing capital contributions of each partner

7. Ownership Interests: Partners' ownership percentages and voting rights

8. Management and Control: Management structure, decision-making processes, and partner authorities

9. Partner Rights and Obligations: Detailed rights and responsibilities of all partners

10. Profit and Loss Distribution: Method of allocating profits and losses among partners

11. Banking and Financial Matters: Banking arrangements, accounting principles, and financial management

12. Partner Meetings: Procedures for regular and special partner meetings

13. Books and Records: Requirements for maintaining partnership records and partner access rights

14. Transfer Restrictions: Limitations on transfer of partnership interests

15. Withdrawal and Retirement: Process and terms for partner withdrawal or retirement

16. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

17. Governing Law: Confirmation of Swiss law application and jurisdiction

18. Dispute Resolution: Procedures for resolving partnership disputes

19. Notices: Requirements for formal communications between partners

20. General Provisions: Miscellaneous legal provisions including severability and entire agreement