Partnership agreements are legally binding contracts that govern the terms and conditions of a business partnership. In Switzerland, partnership agreements are especially important because they define the relationship between two or more parties who wish to collaborate in a commercial enterprise, whether as a traditional partnership or as a limited liability company.

The Swiss Code of Obligations (CO) governs partnership agreements in Switzerland. This code provides a legal framework for commercial partnerships, outlining the rights and obligations of business partners, as well as the process for dissolution and liquidation of the partnership.

Partnership agreements in Switzerland typically include several key elements, including:

1. Partnership name and objective – The name and purpose of the partnership should be clearly defined in the agreement.

2. Capital contributions – The amount of capital contributed by each partner should be specified in the agreement, along with the terms under which additional capital contributions may be made.

3. Profit and loss distribution – The agreement should specify how profits and losses will be shared among the partners.

4. Partner roles and responsibilities – The roles and responsibilities of each partner should be clearly defined, including their decision-making authority and responsibilities for managing the partnership`s day-to-day affairs.

5. Decision-making process – The agreement should outline the decision-making process for the partnership, including the types of decisions that require a unanimous vote and those that can be made by a majority.

6. Dispute resolution – The agreement should include a process for resolving disputes among partners, such as mediation or arbitration.

7. Termination and dissolution – The agreement should outline the process for terminating the partnership, including the steps required for dissolution and the distribution of remaining assets.

In addition to these key elements, partnership agreements in Switzerland may also include provisions related to taxes, intellectual property, and liability protection.

When drafting a partnership agreement in Switzerland, it is important to work with a qualified legal professional who can provide guidance on local laws and regulations. This can help ensure that the agreement is legally binding and enforceable in the event of a dispute.

Overall, partnership agreements are an important tool for establishing and maintaining successful business partnerships in Switzerland. By clearly defining the rights and obligations of each partner, these agreements can help minimize misunderstandings and maximize the potential for success.