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Simple Shareholders Agreement for Switzerland

Simple Shareholders Agreement Template for Switzerland

A Swiss Shareholders Agreement is a binding contract governed by Swiss law that establishes the rights, obligations, and relationships between shareholders of a Swiss corporation (AG/SA). This agreement provides a framework for corporate governance, share transfers, and decision-making processes while ensuring compliance with Swiss corporate law, particularly the Swiss Code of Obligations. It includes essential provisions for protecting shareholders' interests, maintaining company stability, and establishing clear procedures for various corporate actions.

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Simple Shareholders Agreement

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What is a Simple Shareholders Agreement?

The Simple Shareholders Agreement is a crucial document used in Swiss corporate practice when establishing or formalizing relationships between shareholders of a Swiss corporation (AG/SA). This agreement becomes particularly relevant when a company has multiple shareholders who need to define their rights and obligations, voting arrangements, and share transfer restrictions. The document complies with Swiss law, particularly the Swiss Code of Obligations, and typically includes provisions for corporate governance, protection of minority shareholders, and procedures for share transfers. A Simple Shareholders Agreement is especially important for startups, family businesses, and small to medium-sized enterprises where shareholders want to establish clear rules for their interaction and protect their investments while maintaining flexibility in corporate operations.

What sections should be included in a Simple Shareholders Agreement?

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company details and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholders: Details of share capital structure and current shareholdings

5. Transfer Restrictions: Restrictions on transfer of shares, including right of first refusal

6. Corporate Governance: Board composition, appointment rights, and decision-making processes

7. Shareholders' Meetings: Procedures for conducting shareholders' meetings and voting rights

8. Reserved Matters: Decisions requiring special majority or unanimous consent

9. Confidentiality: Obligations regarding confidential information

10. Term and Termination: Duration of agreement and termination provisions

11. General Provisions: Standard clauses including notices, amendments, and governing law

What sections are optional to include in a Simple Shareholders Agreement?

1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a sale

3. Anti-Dilution Protection: Important for companies planning future funding rounds

4. Share Valuation: Include when specific valuation methods need to be agreed upon for share transfers

5. Dividend Policy: When shareholders want to establish specific rules for profit distribution

6. Non-Compete and Non-Solicitation: For agreements where shareholders are also involved in business operations

7. Deadlock Resolution: Important for 50/50 joint ventures or companies with potential voting deadlocks

8. Exit Provisions: Include when planning for potential IPO or sale scenarios

What schedules should be included in a Simple Shareholders Agreement?

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current directors

2. Schedule 2: Current Shareholdings: List of all shareholders and their respective shareholdings

3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval

4. Schedule 4: Share Transfer Notice: Template for share transfer notifications

5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6: Company Business Plan: Current business plan (if referenced in agreement)

7. Schedule 7: Share Valuation Methodology: Agreed methods for share valuation if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions




































Clauses






























Relevant Industries

Technology and Software

Professional Services

Manufacturing

Financial Services

Healthcare and Life Sciences

Real Estate

Retail and Consumer Goods

Media and Entertainment

Clean Technology

Agriculture and Food Production

Relevant Teams

Legal

Corporate Governance

Executive Management

Board of Directors

Finance

Compliance

Corporate Development

Investor Relations

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Company Founder

Shareholder Relations Manager

Compliance Officer

Industries





Teams

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