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Articles Of Association And Shareholders Agreement

Articles Of Association And Shareholders Agreement Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Association And Shareholders Agreement

"I need Articles of Association and Shareholders Agreement for a Swiss technology startup with three co-founders and potential VC investment by March 2025, including specific provisions for anti-dilution protection and a detailed employee stock option plan for up to 10% of shares."

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Document background
The Articles of Association and Shareholders Agreement is a fundamental document used when establishing or restructuring a company under Swiss law. It serves dual purposes: the Articles of Association fulfill statutory requirements for company registration and provide the legal framework for the company's existence, while the Shareholders Agreement establishes detailed arrangements between shareholders. This document is particularly crucial during company formation, when new shareholders join, or when implementing significant corporate changes. It must comply with Swiss corporate law, particularly the Code of Obligations, and requires notarization for the Articles portion. The document typically includes provisions for share capital, corporate governance, shareholder rights and obligations, transfer restrictions, and management structure, making it essential for both regulatory compliance and practical business operations.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the company's formation and purpose of the agreement

3. Definitions: Key terms used throughout the document

4. Company Name, Registered Office and Purpose: Statutory details as required by Swiss law

5. Share Capital and Shares: Details of share capital, share classes, and nominal value

6. Share Certificates and Share Register: Provisions regarding share certification and registration

7. Shareholders' Rights and Obligations: Basic rights, including voting, dividends, and information rights

8. Transfer Restrictions and Share Transfer Rules: Basic rules for share transfers and restrictions

9. General Meeting: Rules for conducting shareholders' meetings and voting procedures

10. Board of Directors: Composition, appointment, powers, and procedures

11. Management: Executive management structure and delegation of powers

12. Financial Matters: Financial reporting, dividends, and capital increases

13. Confidentiality: Protection of company and shareholder information

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

15. General Provisions: Governing law, jurisdiction, and formal requirements

Optional Sections

1. Preemptive Rights: Used when shareholders want first right to purchase new shares

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority sale

3. Drag-Along Rights: Include when majority shareholders might need to force minority participation in sale

4. Anti-Dilution Protection: Used for companies expecting future investment rounds

5. Put and Call Options: Include when shareholders want specific exit rights

6. Non-Competition and Non-Solicitation: Used when shareholders are active in the business

7. Intellectual Property Rights: Important for technology or innovation-focused companies

8. Deadlock Resolution: Essential for 50/50 ownership structures

9. Employee Share Ownership Plans: Include if company plans to offer employee equity

10. Special Veto Rights: Used when certain shareholders need specific protection rights

Suggested Schedules

1. List of Shareholders: Current shareholders and their shareholdings

2. Share Capital Structure: Detailed breakdown of share classes and rights

3. Board Matters Reserved: List of decisions requiring board approval

4. Shareholder Matters Reserved: List of decisions requiring shareholder approval

5. Business Plan: Initial business plan and strategy

6. Deed of Adherence: Template for new shareholders joining

7. Share Transfer Notice: Template for share transfer notifications

8. Valuation Methods: Agreed methods for share valuation

9. Company Management Structure: Organizational chart and management responsibilities

10. Key Performance Indicators: Agreed metrics for monitoring company performance

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Articles of Association
Board of Directors
Business Day
Business Plan
Change of Control
Company
Competing Business
Confidential Information
Deed of Adherence
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting
Group
Independent Expert
Initial Business Plan
Intellectual Property Rights
Management
Material Contract
Ordinary Resolution
Parties
Permitted Transfer
Prohibited Person
Qualified Majority
Related Party Transaction
Reserved Matters
Share Capital
Share Certificate
Shareholders
Shareholders Agreement
Special Resolution
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Transfer Notice
Restricted Territory
Voting Rights
Working Day
Call Option
Put Option
Commercial Register
Default Event
EBIT
EBITDA
Exercise Period
Family Member
Financial Statements
IPO
Liquidation Event
Lock-up Period
Option Notice
Pre-emptive Rights
Qualifying IPO
Share Register
Statutes
Strategic Decision
Valuation
Voting Agreement
Clauses
Company Formation
Share Capital
Share Classes
Shareholder Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Powers
Management Structure
General Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Rights
Exit Provisions
Non-Competition
Non-Solicitation
Confidentiality
Share Valuation
Dispute Resolution
Deadlock Resolution
Put and Call Options
Anti-Dilution
Share Transfer Procedures
Business Planning
Financial Reporting
Amendment Procedures
Termination
Default Events
Representations and Warranties
Good Leaver/Bad Leaver
Intellectual Property
Related Party Transactions
Governing Law
Jurisdiction
Notices
Assignment
Force Majeure
Severability
Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Transportation

Education

Media and Entertainment

Construction

Agriculture

Hospitality

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Investor Relations

Risk Management

Corporate Affairs

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Compliance Officer

Corporate Governance Officer

Investment Manager

Legal Counsel

Company Director

Shareholder Relations Manager

Business Development Director

Risk Manager

Industries
Swiss Code of Obligations (OR): Primary source of Swiss corporate law, particularly Articles 620-763 governing stock corporations (Aktiengesellschaft), and Articles 530-551 on company law principles
Swiss Civil Code (ZGB): Provides general legal principles and framework for legal entities, particularly Articles 52-59 on legal personality
Commercial Register Ordinance: Regulations regarding company registration, documentation requirements, and formal procedures for establishing a company
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for provisions regarding potential future corporate restructuring and transfer of shares
Federal Act on Financial Market Infrastructures (FMIA): Applicable if the company plans to issue securities or if shares might be publicly traded in the future
Swiss Federal Act on Cartels and Other Restraints of Competition: Relevant for provisions regarding competition restrictions and non-compete clauses in the shareholders agreement
Federal Direct Tax Act: Important for structuring share transfers, dividend provisions, and other financial arrangements between shareholders
Swiss Federal Act on Data Protection: Relevant for provisions regarding confidentiality and handling of company and personal data
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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