Shareholders' agreement
Articles of association are filed with the commercial register and limited to what the law allows them to contain. An exit price, a pre-emption right, unanimity requirements, non-competition: none of that belongs in articles, and all of it belongs in an agreement.
Who it is forCo-founders splitting the capital, companies welcoming an investor, shareholding families, partners anticipating one of them leaving.
Order
The rules between partners that articles cannot carry: exit, price, pre-emption, governance, non-competition, deadlock.
Understand
Why not put everything in the articles?
Articles validly contain only what the law permits, and they are public: anyone can consult them at the commercial register. An exit-price clause or non-competition between partners would be either ineffective there or visible to your competitors.
Art. 776 and 626 CO, art. 936 CO
How is a partner's exit price set?
Freely, and that is the whole point: tax value under Circular 28, a multiple of profits, expert determination, or a formula agreed in advance. Without a written rule, a departure is negotiated at the worst moment, when interests already diverge.
Freedom of contract, art. 19 CO
Is a pre-emption clause binding?
Between the parties, yes: it obliges whoever wishes to sell to offer to the others first. But it does not physically prevent a transfer to a third party; it gives rise to damages. To genuinely block the transfer of Sàrl shares, the matching clause in the articles is also needed. We articulate both.
Art. 785 and 786 CO
What happens in a 50-50 deadlock?
With no rule, nothing more is decided and the only way out is judicial dissolution for good cause, slow and value-destroying. The agreement sets the way out in advance: casting vote, cross-purchase, or drawing lots for who buys at a stated price.
Art. 821 CO
Going further
FAQ
The principle is the same, the mechanics differ: registered quotas and transfer approval for the Sàrl, shares and possible transfer restrictions for the SA. Tell us the form and the text adapts.
No, the agreement is a contract between partners, valid in private form. Only the accompanying amendments to the articles, where needed, require a notarial deed.
Yes, and that is the most common case. The best moment remains before the first disagreement: an agreement is far easier to negotiate while everyone still agrees.
It takes effect between the parties: damages, a contractual penalty where provided, and specific performance of certain obligations. We include a quantified penalty, without which the sanction stays theoretical.
Yes, it is the most frequent use: dilution, preference rights, information, tag-along. Describe the round and we adapt the clauses.
A question before ordering?
Two equal partners, an investor coming in, a co-founder leaving: describe the situation here. Personal reply within two business days.
