Shareholders' agreement in a Swiss SA: what should it cover?

Updated October 2026 · by Dr Pier Paolo Gori

A shareholders' agreement in a Swiss SA should cover share sales, exits, board appointments, deadlock and sanctions for breach. Swiss law does not regulate these agreements, as the Confederation's SME portal states. The agreement is therefore a contract between shareholders, alongside the articles of association. It must be tailored: no template fits every company.

What exactly is a shareholders' agreement?

It is a contract that governs relations between shareholders outside the articles of association. It helps prevent disputes between shareholders and is not mandatory.

As a contract, it in principle binds only those who sign it. The company, third parties and future shareholders are not parties unless they accede to it. It is therefore wise to require every new shareholder to sign up on entry.

What can go in the articles, and what only in the agreement?

The articles are the company's "constitution" and apply to all shareholders. The law sets a clear limit, however: shareholders are only required to pay up their share capital (art. 680 CO). The articles cannot impose other personal obligations on shareholders.

The articles can, on the other hand, restrict the transferability of registered shares. The principle is free transfer, unless there are legal or statutory restrictions (art. 685 ff. CO). A consent clause, making a transfer subject to the company's approval, therefore belongs in the articles, within the limits set by law. There it applies to all shareholders, not only to those who signed the agreement.

Anything that obliges shareholders to do something belongs in the agreement. For example:

• Voting obligations: voting in a certain way at the general meeting.

• Sale or purchase obligations: selling or taking over shares on certain terms.

• Personal obligations: non-competition, confidentiality, additional funding.

Which share transfer clauses are most common?

The SME portal mentions purchase rights, pre-emption and purchase obligations, plus tag-along and drag-along for investors. In practice they work as follows:

• Pre-emption: a shareholder who wants to sell must first offer the shares to the others, on the same terms.

• Call and put rights: on exit, death or breach, the other shareholders take over the shares at an agreed price.

• Tag-along: if the majority shareholder sells, minority shareholders may sell on the same terms.

• Drag-along: if a qualified majority accepts an offer for the whole company, the others must sell too.

A pre-emption right in the agreement binds only the signatories. In practice, it is therefore aligned with the statutory transfer restrictions.

How should governance and deadlock be handled?

The SME portal mentions board composition, veto rights and tie-break clauses. In practice, agreements provide for:

• Appointment of directors: each group of shareholders nominates one or more board members, and all undertake to vote for them.

• Reserved matters: certain decisions require unanimity or a qualified majority, such as capital increases or the sale of business units.

Note one legal limit. The board of directors has non-transferable and inalienable duties (art. 716a CO). The agreement can steer how shareholders vote, but cannot take these powers away from the board.

For deadlock, solutions range from mandatory mediation to a third party's casting vote. In extreme cases, one shareholder offers to buy or sell at a stated price.

Duration, non-competition, penalties and jurisdiction: what to include?

The SME portal suggests confidentiality and non-competition when opening the capital. These are personal obligations, so they belong only in the agreement. They should be limited in time, territory and scope.

The other points are matters of contractual practice:

• Duration: a fixed term or one tied to shareholder status, with clear termination and renewal rules.

• Penalties: a liquidated amount for breach of the key obligations, useful because loss is often hard to prove.

• Jurisdiction or arbitration: a choice between ordinary courts and arbitration, with seat and language of proceedings.

For a new company, prepare agreement and articles together: see the guide “Setting up a company in Lugano”. For shares held through a parent company, see the guide “Swiss holding company”.

Frequently asked questions

Is a shareholders' agreement mandatory in a Swiss SA? No. The Confederation's SME portal states that the law does not regulate these agreements. It is optional, but very useful whenever there is more than one shareholder.

Does a consent clause belong in the articles or in the agreement? In the articles: the law allows statutory transfer restrictions (art. 685 ff. CO). The agreement can supplement them, for example with a pre-emption right between the signatories.

Can the articles oblige a shareholder not to compete? No. By law, a shareholder is only required to pay up their shares (art. 680 CO). Obligations such as non-competition therefore belong in the agreement.

How we work

Collina d'Oro Consulting SA reviews the existing articles and each shareholder's objectives. Our team drafts or reviews the shareholders' agreement and aligns it with the articles. Tax matters, for example on share transfers, are handled in coordination with licensed tax advisers.

Sources: SECO, SME portal – The agreement binding on all shareholders · SECO, SME portal – Legal form: The limited company · SECO, SME portal – Società anonima: uno dei modelli più frequenti · SECO, SME portal – Statuti: la legge fondamentale dell'impresa · SECO, SME portal – Cinque consigli per aprire il capitale della propria PMI · SECO, SME portal – Vantaggi e svantaggi: società anonima (SA)