The Manager Managed Operating Agreement is essential for businesses operating in Switzerland that opt for a professional management structure separate from general membership. This document is particularly useful for medium to large enterprises, companies with passive investors, or organizations requiring specialized management expertise. The agreement, compliant with Swiss federal laws including the Code of Obligations, establishes the framework for corporate governance, outlines management authority and limitations, defines member rights and obligations, and sets forth capital requirements and distribution procedures. It's typically used when founding a new company or converting an existing one to a manager-managed structure, providing clarity on roles, responsibilities, and decision-making processes while ensuring compliance with Swiss regulatory requirements.
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1. Parties: Identification of all members and managers entering into the agreement
2. Background: Context of the agreement formation and company establishment
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Details of company formation, name, and purpose
5. Principal Office and Registered Agent: Company's official address and registration details
6. Term: Duration of the company's existence
7. Capital Contributions: Initial and subsequent capital contributions, valuation methods
8. Managers: Appointment, removal, powers, and duties of managers
9. Management Rights and Responsibilities: Detailed outline of management authority and limitations
10. Members Rights and Obligations: Member voting rights, obligations, and restrictions
11. Meetings and Voting: Procedures for manager and member meetings, voting requirements
12. Distributions: Rules regarding profit distribution and capital returns
13. Transfer Restrictions: Limitations on transfer of membership interests
14. Books and Records: Requirements for maintaining company records and member access rights
15. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
16. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
17. General Provisions: Miscellaneous legal provisions including amendments, notices, and severability
1. Tax Matters: Special provisions for tax treatment and reporting - include if specific tax arrangements are needed
2. Intellectual Property: IP ownership and usage rights - include if company will develop or use significant IP
3. Non-Competition and Confidentiality: Restrictions on competitive activities and information sharing - include for sensitive businesses
4. International Operations: Provisions for cross-border activities - include if company operates internationally
5. Conflict Resolution: Detailed dispute resolution procedures - include if standard jurisdiction provisions are insufficient
6. Employee Matters: Provisions regarding hiring and management of employees - include if company will have employees
1. Schedule A - Member Information: Details of all members, their contributions, and ownership percentages
2. Schedule B - Manager Information: List of initial managers and their contact details
3. Schedule C - Capital Contributions: Detailed breakdown of initial capital contributions including any non-cash assets
4. Schedule D - Company Assets: Inventory of company's initial assets
5. Schedule E - Special Rights and Obligations: Any special arrangements or rights granted to specific members or managers
6. Appendix 1 - Company Formation Documents: Copies of official registration documents and certificates
7. Appendix 2 - Management Policies: Detailed internal management procedures and policies
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