The Partnership Agreement serves as the foundational document for establishing and operating a partnership under Swiss law. It is essential for businesses where two or more parties wish to combine their resources, expertise, and efforts to conduct business together while sharing profits and losses. The agreement must comply with the Swiss Code of Obligations (particularly Articles 530-551 for simple partnerships and 552-619 for commercial partnerships) and relevant cantonal regulations. This Partnership Agreement is crucial for defining partner relationships, contributions, management rights, profit-sharing arrangements, and exit strategies. It should be used when establishing new partnerships, formalizing existing partnerships, or restructuring current partnership arrangements. The document provides legal certainty and clarity for all involved parties while addressing potential future scenarios such as partner additions, withdrawals, or dispute resolution.
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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and partners' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation and Purpose: Declaration of partnership formation, business purpose, and term of the partnership
5. Capital Contributions: Details of initial and any agreed future capital contributions from each partner
6. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners
7. Management and Decision Making: Partnership management structure and decision-making processes, including voting rights
8. Partners' Duties and Obligations: Core responsibilities and obligations of partners, including duty of loyalty and care
9. Banking and Financial Matters: Financial management procedures, banking arrangements, and accounting principles
10. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner withdrawals
11. Transfer of Partnership Interests: Rules governing the transfer of partnership interests to other partners or third parties
12. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
14. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition and Non-Solicitation: Restrictions on partners' competitive activities, used when protecting business interests is crucial
2. Intellectual Property Rights: IP ownership and usage rights, included when the partnership will develop or use significant IP
3. Insurance: Partnership insurance requirements, included for higher-risk businesses or when required by regulations
4. Environmental Matters: Environmental compliance obligations, included for partnerships in industries with environmental impact
5. Data Protection: Data handling and privacy requirements, included when the partnership processes personal data
6. Force Majeure: Provisions for handling unforeseen circumstances, included for longer-term or high-value partnerships
7. Dispute Resolution: Alternative dispute resolution procedures, included when partners want to specify mediation or arbitration
8. Partnership Representative: Appointment and powers of partnership representative, included for larger partnerships or those with international operations
1. Schedule 1 - Initial Capital Contributions: Detailed listing of each partner's initial capital contributions, including valuations
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives of the partnership
3. Schedule 3 - Management Structure: Detailed organizational structure and management procedures
4. Schedule 4 - Profit Sharing Ratios: Detailed breakdown of profit and loss allocation formulas
5. Schedule 5 - Partner Contact Details: Complete contact information for all partners and authorized representatives
6. Schedule 6 - Partnership Assets: Inventory of partnership assets and their agreed valuations
7. Appendix A - Required Registrations: List of necessary registrations and filings under Swiss law
8. Appendix B - Banking Resolutions: Banking arrangements and authorized signatories
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Consulting
Legal Services
Accounting Services
Real Estate
Architecture
Engineering
Medical Practices
Trading
Investment Services
Technology
Manufacturing
Retail
Agriculture
Construction
Hospitality
Creative Industries
Relevant Teams
Legal
Corporate
Finance
Compliance
Risk Management
Operations
Business Development
Executive Leadership
Administration
Strategy
Partnership Management
Relevant Roles
Managing Partner
Senior Partner
Junior Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Partnership Manager
Operations Director
Finance Director
Compliance Officer
Risk Manager
Company Secretary
Managing Director
Business Owner
Entrepreneur
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