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LLC Shareholder Agreement
"I need a Swiss LLC Shareholder Agreement for a tech startup with three founding shareholders, including specific provisions for future investment rounds and a detailed share vesting schedule starting from March 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, company information, and purpose
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Shareholders: Details of share capital structure and current shareholdings
5. Transfer Restrictions: Limitations and procedures for transferring shares
6. Pre-emptive Rights: Rights of existing shareholders to purchase new shares
7. Tag-Along Rights: Right to join in sale of shares by other shareholders
8. Drag-Along Rights: Right to force minority shareholders to join in sale
9. Management and Decision Making: Governance structure and voting rights
10. Shareholders' Meetings: Procedures for convening and conducting meetings
11. Financial Matters: Dividend policy, financing obligations, and reporting
12. Non-Competition and Confidentiality: Restrictions on competitive activities and information sharing
13. Term and Termination: Duration of agreement and termination provisions
14. General Provisions: Miscellaneous legal provisions including governing law and jurisdiction
1. Share Valuation: Specific methods for valuing shares; included when shareholders want predetermined valuation mechanisms
2. Put and Call Options: Rights to force purchase/sale of shares; used when shareholders want additional exit mechanisms
3. Deadlock Resolution: Procedures for resolving management deadlocks; important for 50/50 ownership structures
4. Investment Obligations: Future funding commitments; included when additional capital contributions may be needed
5. Intellectual Property Rights: IP ownership and licensing; relevant for technology or innovation-focused companies
6. Employee Share Ownership: Provisions for employee share schemes; used when planning employee participation
7. Board Representation: Rights to appoint board members; relevant for larger LLCs with formal board structure
1. Schedule 1: Current Shareholdings: Detailed list of current shareholders and their holdings
2. Schedule 2: Company Information: Extract from commercial register and company details
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4: Share Transfer Notice: Template for share transfer notifications
5. Schedule 5: Deed of Adherence: Template for new shareholders joining the agreement
6. Appendix A: Articles of Association: Current articles of association of the company
7. Appendix B: Business Plan: Initial or current business plan if referenced in agreement
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Company
Confidential Information
Deadlock
Deed of Adherence
Defaulting Shareholder
Eligible Shareholder
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting
GmbH/Sàrl
Group
Independent Expert
Initial Business Plan
Intellectual Property Rights
Managing Directors
Material Breach
New Securities
Non-defaulting Shareholder
Notice
Offer Notice
Ordinary Resolution
Parties
Permitted Transfer
Pre-emptive Right
Put Option
Qualified Majority
Related Party
Reserved Matters
Right of First Refusal
Sale Shares
Share Capital
Share Transfer
Shareholder
Shareholders' Meeting
Special Resolution
Stamp Duty
Subscription Rights
Swiss GAAP
Tag-along Right
Transfer Notice
Transferring Shareholder
Valuation Date
Share Capital and Shareholdings
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Management and Control
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Additional Financing
Non-Competition
Confidentiality
Intellectual Property
Deadlock Resolution
Event of Default
Transfer of Rights
Termination
Anti-Dilution
Board Composition
Decision Making
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendment
Force Majeure
Costs and Expenses
Further Assurance
General Provisions
Technology
Manufacturing
Professional Services
Retail
Real Estate
Construction
Healthcare
Food & Beverage
Consulting
Digital Services
Financial Services
Media & Entertainment
Import/Export
Hospitality
Legal
Corporate Affairs
Executive Leadership
Finance
Compliance
Corporate Governance
Investment
Business Development
Administrative
CEO
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Business Owner
Founder
Chief Financial Officer
Board Member
General Counsel
Compliance Officer
Investment Manager
Business Development Director
Partnership Manager
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