Shareholders agreement in Switzerland: Template, Key Clauses and Local Law (2026)

What a Swiss shareholders agreement is, and what it can and cannot do A shareholders agreement in Switzerland is a private contract between some or all of the shareholders of a company, usually a stock corporation (Aktiengesellschaft, AG) or a limited liability company (GmbH). It sets out how they will vote, transfer shares, fund the company and resolve deadlock. Swiss law has no shareholders-agreement statute. The agreement is a contract governed by the general Code of Obligations (CO), while the company itself is governed by the corporate rules in the CO, Articles 620 and following for an AG. The key point is the limit of what the agreement does. It binds only the shareholders who sign it. It does not bind the company and does not override the articles of association. If a shareholder votes in breach of the agreement, the vote still counts at company level, and the other shareholders are left with a contract claim. Anything meant to bind the company or third parties must go into the articles. This article is general guidance, not legal advice. Have a Swiss lawyer review a shareholders agreement before you sign. ## What local law requires in 2026 - The agreement is purely contractual. It is enforceable between the signatories under general contract law, but it has no direct corporate effect. Provisions that must bind the company or future shareholders belong in the articles of association.

• Watch the simple-partnership trap (CO Art. 530 and following). Depending on how it is drafted and how the parties behave, a shareholders agreement can be treated as a simple partnership, because the shareholders pursue a common purpose with shared means. The Federal Supreme Court has found such partnerships on the facts (for example decision 4A_607/2024).
• Joint and several liability as a consequence (CO Art. 544(3)). If the agreement is a simple partnership, the partners can be jointly and severally liable to third parties. Good drafting states expressly that no partnership is intended and that liability is several, not joint.
• Transfer restrictions need the articles (CO Art. 685a and following). A right of first refusal or a transfer restriction (Vinkulierung) on registered shares has corporate effect only through the articles; in the agreement alone it is just a contract promise.
• The revised company law applies. The reform of Swiss company law in force since 1 January 2023 changed rules on capital (including a capital band), shareholder rights and remuneration. Align the agreement and the articles with the current regime.
• Specific performance is limited. A breach of a voting or transfer promise usually gives a damages claim rather than reversal of the corporate act, so agreements commonly add contractual penalties. ## Swiss shareholders agreement template Copy the block below and fill the bracketed fields. Decide which items also need to go into the articles of association. ``` SHAREHOLDERS AGREEMENT This agreement is made on [DATE] BETWEEN the shareholders of [COMPANY NAME] AG ("the Company"): [SHAREHOLDER A], [SHAREHOLDER B], [SHAREHOLDER C] (together the "Shareholders") 1. PURPOSE AND NO PARTNERSHIP The Shareholders regulate their relationship as shareholders. They do not intend to form a simple partnership, and liability among them is several, not joint and several. 2. GOVERNANCE AND BOARD Board composition and nomination rights: [terms]. Reserved matters needing [supermajority / unanimity]: [list]. 3. VOTING The Shareholders vote their shares in line with [agreed decisions / the reserved-matter rules]. 4. TRANSFER OF SHARES [Lock-up period.] Right of first refusal: [terms]. Tag-along and drag-along: [terms]. [Note: transfer restrictions also to be reflected in the articles.] 5. FUNDING Future funding: [pro-rata rights, consequences of not following on]. 6. DIVIDEND POLICY [Distribution policy, as agreed.] 7. DEADLOCK Deadlock resolution: [escalation, buy-sell / shoot-out, as agreed]. 8. CONFIDENTIALITY AND NON-COMPETE Confidentiality; any non-compete limited to [scope, area, duration]. 9. PENALTIES Breach of a voting or transfer obligation triggers [contractual penalty], without prejudice to other remedies. 10. TERM, GOVERNING LAW AND DISPUTES Term: [duration]. Swiss law applies. Disputes go to [arbitration / the courts of (place)]. Signed: Shareholder A ______ Shareholder B ______ Shareholder C ______

- **Transfer of shares (clause 4).** Rights of first refusal, tag-along and drag-along are standard, but remember that a transfer restriction binds the company only through the articles. Put the corporate-level restriction in the articles and the detailed mechanics in the agreement.
- **Reserved matters and voting (clauses 2 and 3).** List the decisions that need a supermajority or unanimity, and back the voting promise with a penalty, because a vote cast in breach still counts at company level.
- **Deadlock (clause 7).** Private companies with two blocs need a workable exit from deadlock, such as a buy-sell mechanism, or the company can be paralysed. ## Red flags to avoid - No no-partnership clause, leaving the parties exposed to being treated as a simple partnership with joint and several liability.
- Expecting the agreement to bind the company or override the articles. It cannot, so corporate-level items must be in the articles.
- Transfer restrictions that live only in the agreement, giving a contract claim but no corporate block on an improper transfer.
- Relying on reversing a breach. Specific performance is limited, so use penalties and clear remedies.
- Terms that conflict with the revised company law in force since 2023.
- No deadlock mechanism in a company with evenly matched shareholders. ## Where a contract workspace helps A template gives you a workable Swiss shareholders agreement. The ongoing work is keeping it consistent with the articles of association, so that transfer restrictions and reserved matters actually bind where they need to, avoiding the simple-partnership trap, tracking lock-up, drag and tag windows and funding rounds, and keeping the agreement aligned with the revised company law. Drafting from a shareholders-agreement template, checking which items also belong in the articles, reviewing the no-partnership and transfer terms, and tracking key dates can sit in one AI workspace tuned to how your company is held. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the agreement as linked clauses so a change to the transfer or reserved-matter terms can be traced through the document, lets you edit in plain language, and keeps funding, lock-up and notice dates on one timeline. Adira is India-first today, and deeper Switzerland-specific corporate coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Swiss corporate lawyer for the local-law call. The template above is enough to start a fair agreement on its own. Last verified October 2026.