Control is reduced to voting percentages
Board seats, reserved matters, information rights and deadlock rules can matter more than the headline share split.
Swiss shareholders’ agreements
A shareholders’ agreementthat makes ownership, control and exits clear.
Turn founder and investor expectations into clear rules for decisions, transfers, departures and exits, aligned with the articles, cap table and financing documents.
A shareholders’ agreement works best as an operating system for real decisions, not a collection of market clauses.
When this mandate is useful
- Co-founders are allocating shares and responsibilities for the first time.
- A new investor will join the cap table.
- Founder vesting, leaver outcomes or transfer rights remain unclear.
- The current agreement no longer matches the articles, cap table or governance reality.
The hardest clauses interact
Vesting does not match the transfer mechanics
A leaver clause is only useful if the repurchase right, price, approvals and transfer steps can actually be completed.
Exit rights are drafted in isolation
Drag, tag, pre-emption and investor preferences need to work with the same sale process and cap table.
The contract and corporate records drift apart
Articles, share register, board rules and financing documents must support the agreed outcome.
What the mandate produces
A negotiated, executable agreement that identifies who decides, what happens when circumstances change and how the company completes the required corporate steps.
Governance map
Board composition, voting thresholds, reserved matters, information rights and a workable path through deadlock.
Founder continuity rules
Vesting, good- and bad-leaver treatment, repurchase mechanics and consequences of a founder departure.
Transfer and exit framework
Pre-emption, permitted transfers, tag-along, drag-along and sale cooperation aligned with the cap table.
Implementation set
Agreement, accession mechanics, required articles provisions, board or shareholder approvals and register updates.
Use the level of protection the cap table actually needs
Not every company needs the same document, but every clause included should solve a defined ownership or control risk.
Founder baseline
Useful when
A simple early-stage team needs clear ownership, vesting, decisions and transfers before external capital.
Watch for
Whether a standard form matches the actual founder contributions, leaver outcomes and IP arrangements.
Free standard starting point
Useful when
An uncomplicated early-stage team can use Fehr Legal’s market-standard template without bespoke terms.
Watch for
The template is not a substitute for advice where ownership, control, tax or relationship facts are non-standard.
Bespoke financing agreement
Useful when
Investors, preferences, board rights or negotiated protections materially change the governance system.
Watch for
Consistency with the term sheet, investment agreement, articles, cap table and future accessions.
Read the agreement as a sequence of future events
The document is effective only if each trigger leads to a clear decision, price, approval and transfer path.
Executable outcome = defined trigger + decision-maker + price or formula + approvals + corporate completion
Founder departure
Separate vesting status, leaver category, purchase right, price, payment and completion mechanics.
New financing
Define pre-emption or pro-rata rights, required consents, accession and interaction with new investor terms.
Share transfer
Order the notice, permitted-transfer, pre-emption and approval steps so they do not conflict.
Company sale
Align drag and tag thresholds, warranties, consideration, power to complete and distribution economics.
Illustrative startup scenario
A founder leaves with fully issued shares and no workable repurchase path
- Context
- Three founders split the company equally but use a short agreement with vague vesting language.
- Consequence
- When one founder leaves, the remaining team cannot agree whether shares are vested, who may buy them or at what price; the next investor pauses diligence.
- Approach
- Rebuild the leaver and transfer sequence, align it with the articles and complete the necessary corporate approvals and register entries.
A vesting schedule is not protection unless the company can execute the resulting share transfer.
Agreement readiness checklist
The negotiation is ready when the commercial positions and the corporate implementation match.
- 01
Cap table
Reconcile issued shares, convertibles, options, promised equity and all current holders.
- 02
Decision rights
List board, shareholder and investor consents and test them against realistic decisions.
- 03
Founder exits
Define vesting, leaver categories, repurchase price and transfer procedure.
- 04
Transfers
Order pre-emption, permitted transfers, tag, drag and approval mechanics.
- 05
Document alignment
Match the agreement with articles, registers, financing documents and employment or IP arrangements.
How the mandate works
Map
Identify the cap table, parties, negotiation positions and events the agreement must handle.
Decide
Resolve the economic and control trade-offs before drafting complexity hides them.
Document and implement
Finalise the agreement and complete the related corporate approvals, accessions and records.
Shareholders’ agreement FAQ
Is a shareholders’ agreement required by Swiss law?
No. It is a private contract that supplements the articles and regulates relationships between shareholders. Its value depends on how well it is aligned and implemented.
Can the agreement override the articles?
The documents operate differently. A contractual promise does not automatically replace corporate-law requirements, so key mechanics may need support in the articles and corporate approvals.
What is the difference between tag-along and drag-along?
Tag-along can let minority holders join a sale. Drag-along can require holders to participate in a qualifying sale. Thresholds and completion mechanics matter as much as the labels.
When should the agreement be updated?
Review it when founders join or leave, a financing changes rights, new share classes are created or the company’s governance no longer matches the document.
Related ownership work
Incorporation
Set up the initial share structure, founder economics and governance coherently.
Read the guide →Cap-table dilution
See how convertibles, option pools and a new round change ownership.
Read the guide →Note: General information only. The appropriate agreement and corporate implementation depend on the articles, cap table, parties, financing documents and transaction context.
Turn shareholder expectations into executable rules
Bring the cap table, current agreement or term sheet. Fehr Legal will identify the clauses, trade-offs and implementation steps that matter next.
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