The LLC Shareholder Agreement is a fundamental document for Swiss Limited Liability Companies (GmbH/Sà rl) that establishes the framework for shareholder relationships and company governance. It becomes essential when two or more parties hold shares in a Swiss LLC, particularly during company formation or when new shareholders join. The agreement supplements the company's Articles of Association and provides detailed provisions for share transfers, voting rights, profit distribution, and dispute reºìÐÓÖ±²¥. It's specifically tailored to comply with Swiss corporate law requirements while offering flexibility to address company-specific needs. This document is crucial for protecting both majority and minority shareholder interests and preventing potential future conflicts.
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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 ReºìÐÓÖ±²¥: 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
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