When to use this template
Use it when a Swiss company limited by shares (Art. 620 CO) has more than one shareholder and the shareholders want rules the law does not give them: who sits on the board, which decisions need everyone, what happens when someone wants to sell. The template fits founders after incorporation and small groups of co-owners bringing in a first outside investor.
It is a contract between the shareholders, not a corporate document. The company's articles of association bind everyone automatically; the agreement binds only those who sign it, and usually as a simple partnership among them (Art. 530 ff. CO). That difference decides where each rule belongs, and some rules belong in both places.
A financing round with a professional investor will come with its own long-form agreement. This template is for the stage before that, when the alternative is not a better document but no document.
The clauses, one by one
Parties, purpose and scope
The agreement names the shareholders it binds and covers all shares they hold now or acquire later. That last part matters: an agreement that silently excludes future shares invites exactly the arbitrage it was meant to prevent.
Board composition and reserved matters
The shareholders undertake to vote so that the agreed board is elected, and the list of reserved matters defines which decisions need a qualified majority or unanimity among them. Keep the reserved list short and genuinely important: budgets beyond a threshold, new shares, transactions with shareholders, sale of the business. A list that catches everyday management turns every board meeting into a shareholder negotiation.
Information rights
Statutory information rights of shareholders are limited (Art. 697 CO). The template grants contractual reporting instead: annual financial statements and periodic management information. Agree a rhythm the company can actually sustain.
Transfer restrictions and right of first offer
No shareholder sells without first offering the shares to the others at the same terms (a right of first offer: the duty to offer arises before any sale is concluded). This is the heart of the document: it keeps control over who becomes a co-owner. Remember that the contractual restriction operates alongside any transfer restriction in the articles (Art. 685b CO); the two should be designed together, not discovered together.
Tag-along and drag-along
The tag-along lets minority holders sell alongside a majority selling out, on the same terms. The drag-along lets a defined majority require the others to sell in a full exit. Both clauses trade autonomy for transaction certainty, and the thresholds you set here decide who can force what. Read them with the cap table in front of you.
Contractual penalty
Obligations to vote a certain way or to offer shares first are hard to enforce in kind and their breach is hard to price. The penalty clause under Art. 160 ff. CO puts a number on breach, due without proof of loss and subject to judicial reduction (Art. 163 CO).
Accession of acquirers
Every transfer is conditional on the buyer signing the accession declaration attached to the template. This is what keeps the agreement's coverage from shrinking with each sale: without it, every transfer moves shares outside the rules everyone else is still bound by.
Duration
Shareholders' agreements are typically long-term, but they cannot bind forever. The Federal Supreme Court has measured excessive commitments against Art. 27 CC (BGE 143 III 480). The template uses a fixed term with renewal, which is easier to defend than "eternal, no exit".
Governing law and disputes
Swiss law, with a defined forum. Among co-shareholders who must keep working together, a mediation step before court often earns its place.