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Shareholders agreements in Switzerland
A shareholders’ agreement is a key document for any company with more than one shareholder.
While the articles of association define the basic legal framework of the company, the shareholders’ agreement allows the parties to organise their relationship in a more detailed, flexible and confidential manner.
In practice, it is one of the most effective tools to prevent misunderstandings and disputes between partners.
For expats and entrepreneurs starting a business in Switzerland, putting such an agreement in place at an early stage is often essential, particularly where shareholders have different roles, levels of involvement or expectations.
Purpose and scope
A shareholders’ agreement regulates the relationship between the shareholders beyond what is provided in the articles of association.
It typically addresses key aspects such as governance, decision-making, transfer of shares and exit mechanisms.
Unlike the articles of association, which are public, the shareholders’ agreement remains confidential between the parties. This allows greater flexibility in structuring the internal organisation of the company.
Key clauses
A well-drafted shareholders’ agreement may include, among others, the following elements:
- Rules on decision-making and voting rights
- Restrictions on the transfer of shares
- Rights of first refusal or pre-emption rights
- Drag-along and tag-along provisions
- Deadlock resolution mechanisms
- Exit scenarios and valuation methods
The relevance of these clauses depends on the specific situation of the shareholders and the nature of the business.
Practical considerations
In many cases, shareholders initially focus on launching the business and postpone the discussion of internal arrangements.
However, the absence of a clear agreement may lead to significant difficulties if disagreements arise later on, particularly when the company grows or when shareholders wish to exit.
A shareholders’ agreement should therefore be tailored to the specific situation and drafted with a long-term perspective.
Relationship with Swiss law
Swiss company law provides a general framework, but it leaves a certain degree of flexibility to the parties.
The shareholders’ agreement allows the parties to use this flexibility to organise their relationship in a way that reflects their intentions and protects their interests.
However, certain mandatory provisions of Swiss law must be respected, and the agreement should be consistent with the company’s articles of association.
Typical questions include
- Do I need a shareholders’ agreement for my company?
- What clauses should be included in my situation?
- How can minority shareholders be protected?
- What happens if a shareholder wants to exit?
- How can conflicts between partners be prevented or resolved?
Conclusion
A shareholders’ agreement is not only a legal document, but a practical tool to ensure clarity and stability in the relationship between partners. Addressing these questions at an early stage can help avoid complex and costly disputes later on.
A consultation allows you to identify the key issues relevant to your situation and to structure your shareholders’ relationship with clear and practical guidance.
Legal Expat Consultation Desk
Receive clear and practical guidance on starting and structuring your business in Switzerland.
Whether you are setting up a company, choosing the appropriate legal structure, or navigating regulatory requirements, consultations are provided by independent Swiss attorneys and tailored to your project.
During your consultation, you can receive guidance on:
- Choosing the appropriate legal structure (Sàrl, SA, sole proprietorship)
- Shareholder arrangements
- Basic corporate governance questions
- Directors’ responsibilities
- Contractual considerations
- Initial legal steps
Consultations are available online or in person in Geneva.
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