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.
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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
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
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
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