The Operating Partnership Agreement is a crucial legal document used in Switzerland when two or more parties wish to establish and operate a business partnership. This document is essential for compliance with Swiss federal law, particularly the Swiss Code of Obligations (OR), which provides the legal framework for partnership structures. The agreement should be used when partners want to formalize their business relationship, clearly defining each partner's rights, responsibilities, capital contributions, profit-sharing arrangements, and management rights. It includes provisions for partnership governance, decision-making processes, dispute resolution, and eventual dissolution or exit strategies. The document must be drafted with careful consideration of Swiss regulatory requirements, including commercial register regulations and relevant cantonal laws.
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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, name, and registered office
5. Purpose and Business Scope: Detailed description of partnership's business activities and objectives
6. Capital Contributions: Initial and ongoing capital contributions of each partner
7. Ownership Interests: Partners' ownership percentages and voting rights
8. Management and Control: Management structure, decision-making processes, and partner authorities
9. Partner Rights and Obligations: Detailed rights and responsibilities of all partners
10. Profit and Loss Distribution: Method of allocating profits and losses among partners
11. Banking and Financial Matters: Banking arrangements, accounting principles, and financial management
12. Partner Meetings: Procedures for regular and special partner meetings
13. Books and Records: Requirements for maintaining partnership records and partner access rights
14. Transfer Restrictions: Limitations on transfer of partnership interests
15. Withdrawal and Retirement: Process and terms for partner withdrawal or retirement
16. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
17. Governing Law: Confirmation of Swiss law application and jurisdiction
18. Dispute Resolution: Procedures for resolving partnership disputes
19. Notices: Requirements for formal communications between partners
20. General Provisions: Miscellaneous legal provisions including severability and entire agreement
1. Intellectual Property Rights: Used when the partnership owns or develops significant IP assets
2. Non-Competition: Include when partners agree to restrictions on competing activities
3. Insurance Requirements: Detailed when specific insurance coverage is mandatory for the business
4. Employment of Partners: Required when partners may be employed by the partnership
5. International Operations: Include for partnerships operating across multiple jurisdictions
6. Environmental Compliance: Necessary for businesses with environmental impacts or obligations
7. Succession Planning: Include for detailed arrangements regarding future ownership transitions
8. Force Majeure: Added when specific provisions for extraordinary events are needed
1. Schedule 1 - Initial Capital Contributions: Detailed list of each partner's initial capital contributions
2. Schedule 2 - Partner Contact Information: Complete contact details for all partners
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Property Schedule: List of partnership property and assets
5. Schedule 5 - Management Procedures: Detailed operational and management procedures
6. Schedule 6 - Accounting Policies: Specific accounting principles and procedures
7. Appendix A - Partnership Registration Documents: Copies of official registration documents
8. Appendix B - Partner Resolutions: Initial partner resolutions and authorizations
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