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Commercial law: How does the shareholders’ agreement work?

    Have you created your SA with the participation of shareholders? It is important to clarify their position in the company and the role their shares play. This is why it is imperative for a public limited company to draw up a shareholders’ agreement. Lawrence explains everything about this in this article!

    A shareholders’ agreement can be defined as a document by which the shareholders of a corporation establish their rights as shareholders and their obligations within the corporation. 

    Swiss law does not impose any specific regulations for this agreement, so entrepreneurs enjoy a large degree of contractual freedom. However, basic legal provisions do exist, such as the minimum voting rights. 

    Thus, the content of a shareholders’ agreement varies greatly depending on the stock corporation. 

    Certain elements are almost always included, such as :

    • The right of emption and pre-emptive right 
    • The purchase obligation
    • The type of voting (e.g. per capita or per unit), veto rights, etc., is also important.
    • The position of the shareholders in the General Meeting and the Board of Directors
    • The Distribution of profits
    • The Penalty clause in the event of non-compliance with the Convention


    Since the shareholders’ agreement is a contract, it cannot legally be of indefinite duration. In principle, the duration of the agreement corresponds to the time required to achieve the objectives of the shareholders and the corporation. A term of 20 years is generally reasonable.

    As a corporation is a capital company, it is entirely dependent on the shareholders. It is therefore important to ensure good cohesion for the good of the company and to set rules. This will give more clarity and security for the company. The shareholders’ agreement is an essential document for any public limited company and usually requires the assistance of a lawyer. Lawrence advises you and drafts your shareholders’ agreement!

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