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An Operating Agreement sets the ground rules for how a Swiss LLC (GmbH/S��rl) runs its business. It goes beyond the basic articles of association to spell out members' rights, responsibilities, and how they'll make key decisions together. Think of it as your company's internal playbook.

Under Swiss law, while not strictly required, these agreements help prevent disputes by clearly defining profit sharing, transfer of ownership, and management duties. They're especially valuable for companies with multiple owners or complex operations, as they can include specific provisions for voting procedures, capital contributions, and exit strategies - all tailored to Swiss corporate regulations.

Create an Operating Agreement when launching a Swiss LLC with multiple owners - especially before money starts flowing or major decisions need to be made. This agreement becomes crucial during ownership changes, when bringing in new investors, or if your business model requires complex profit-sharing arrangements.

The timing matters most when co-founders have different visions or investment levels. For example, if one partner contributes more capital while another brings expertise, an Operating Agreement clarifies how voting rights and profits align with these differences. It also helps during expansion phases, when adding new business lines, or opening additional locations in different Swiss cantons.

• Sole Member Operating Agreement: Streamlined version for single-owner LLCs, focusing on asset protection and management structure
• Manager Managed Operating Agreement: Separates ownership from daily operations, ideal for passive investors with professional management
• Business Operating Agreement: Standard multi-member structure balancing partner rights and responsibilities
• Joint Operating Agreement: Specialized version for joint ventures or collaborative business projects
• Operating Agreement For Corporation: Adapted for larger corporate structures with complex governance needs

• LLC Members/Partners: Primary users who sign and are bound by the Operating Agreement, defining their rights, responsibilities, and profit shares
• Business Lawyers: Draft and review agreements to ensure compliance with Swiss corporate law and protect client interests
• Company Managers: Execute daily operations according to the agreement's management structure and decision-making protocols
• External Investors: Rely on the agreement to understand their rights and potential returns before investing in the LLC
• Corporate Secretaries: Maintain and update the agreement, ensuring it reflects current ownership and governance structures

• Basic Company Details: Gather LLC registration documents, business purpose, and registered address in Switzerland
• Member Information: List all members' details, including their capital contributions and ownership percentages
• Management Structure: Define roles, voting rights, and decision-making processes for daily operations
• Financial Framework: Outline profit distribution, loss allocation, and tax treatment preferences
• Exit Strategy: Plan procedures for member withdrawal, company dissolution, or ownership transfers
• Document Generation: Use our platform to create a customized, legally-sound Operating Agreement that meets Swiss requirements

• Company Identification: Full legal name, registered address, and business purpose under Swiss law
• Membership Details: Capital contributions, ownership percentages, and voting rights of all members
• Management Structure: Decision-making procedures, meeting protocols, and authority limits
• Financial Provisions: Profit distribution, loss allocation, and accounting methods
• Transfer Rules: Procedures for selling shares, adding members, or handling succession
• Dispute Resolution: Swiss arbitration clauses and conflict resolution procedures
• Amendment Process: Rules for modifying the agreement with member consent
• Dissolution Terms: Procedures for winding up the company and asset distribution

An Operating Agreement often gets confused with a Buy-Sell Agreement, but they serve different purposes in Swiss business law. While both deal with business ownership, their scope and timing differ significantly.

• Primary Purpose: Operating Agreements govern daily business operations and member relationships, while Buy-Sell Agreements focus specifically on ownership transfers and succession planning
• Timing of Use: Operating Agreements take effect immediately upon business formation and remain active daily, whereas Buy-Sell Agreements activate only when specific trigger events occur, like death or retirement
• Scope of Coverage: Operating Agreements cover comprehensive management rights, profit sharing, and decision-making processes, while Buy-Sell Agreements solely address ownership transitions and valuation methods
• Required Parties: Operating Agreements involve all current LLC members, but Buy-Sell Agreements might include potential future owners or surviving family members