{"id":32140,"date":"2023-09-18T11:30:24","date_gmt":"2023-09-18T09:30:24","guid":{"rendered":"https:\/\/fidulex.ch\/?p=32140"},"modified":"2024-09-25T12:21:38","modified_gmt":"2024-09-25T10:21:38","slug":"simple-partnership-in-switzerland","status":"publish","type":"post","link":"https:\/\/fidulex.ch\/en\/simple-partnership-in-switzerland\/","title":{"rendered":"Simple Partnership in Switzerland"},"content":{"rendered":"
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\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\"Understanding\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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What Is a Simple Partnership?<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The simple partnership is a contractual relationship<\/strong> between two or more persons (natural or legal persons), pursuing a common goal with common efforts or means (Art. 530 para. 1 CO<\/strong>), but without operating a business in accordance with the Swiss Code of Obligations.<\/p>

The soci\u00e9t\u00e9 simple is therefore a contract, not a legal entity or company in its own right.<\/p><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Legal basis of the simple partnership<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The provisions relating to simple partnerships are governed by the articles 530-551<\/strong> of the Swiss Code of Obligations. It differs from other forms of company in that it has no legal personality of its own, which means that each partner is personally liable for the company's commitments (art. 544 CO).<\/p>

Each partner must contribute contribution<\/strong>The company's assets, whether money, property, claims or labor, and profits and losses are shared equally, unless otherwise agreed (art. 531 and 533 CO). The management<\/strong> can be made by all associates, unless specifically stipulated otherwise in the contract (art. 535 CO), and any decision requiring a unanimous vote is subject to the approval of the Board of Directors. unanimous consent<\/strong>Unless a majority has been agreed (art. 534 CO).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Common Use<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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In the business world, simple companies are often used, for example, for joint ventures<\/strong> or consortia in the construction sector, where several parties decide to pool their resources or skills to achieve a goal. In all cases, it is most suitable for temporary projects<\/strong> than for building a company for the long term.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Advantages of a Simple Partnership<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The simple partnership offers a number of advantages, including flexibility and speed of creation.<\/p><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Flexibility<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The simple partnership can, to a fairly large extent, be adapted<\/strong> by the specific needs of the associates. If they do not opt for specific rules, the provisions of articles 530 to 551 of the Swiss Code of Obligations apply.<\/p>

By default, all associates have the right to manage<\/strong> the company (art. 535 CO), but they may agree to delegate management to one or more of them, or even to a third party. This flexibility<\/strong> allows management to be adapted to the company's needs.<\/p>

The partners are free<\/strong> define the terms of management, profit and loss sharing, and operating conditions in the partnership agreement. For example, they may agree that certain partners will not share in losses (art. 533 CO), or that contributions will not be equal (art. 531 CO).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Easy to install<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Unlike a public limited company<\/a> or LLC<\/a>, the creation of a simple partnership is a relatively simple process<\/strong> (in part, because it's only a contract, not a business venture.)<\/p>

All that's needed is for the founders to agree to jointly pursue an objective requiring common efforts or resources. Unlike more complex structures such as S\u00e0rl or SA<\/a><\/strong>The formation of a simple partnership does not require registration in the Commercial Register or a minimum share capital. A simple agreement<\/strong> between the parties is sufficient, although a written contract is strongly recommended.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Disadvantages of a Simple Partnership<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Although a simple company is relatively straightforward to set up, it also has a number of disadvantages that need to be taken into account.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Liability<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Individual associates (considered to be entrepreneurs) are liable for unlimited<\/strong> and united<\/strong> of the company's assets and liabilities. Although this form of company is flexible, it also has a number of drawbacks. risk<\/strong> for the partners, as they are jointly and severally liable for the company's debts (art. 544 CO).<\/p>

In addition, a simple partnership may not enter into contractual relations with third parties, assume rights or assume responsibilities<\/strong>or own assets.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Unequal Sharing<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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In a simple partnership<\/strong>by default, the sharing of profits and losses is equal<\/strong> between associates, regardless of the nature or value of their contributions, in accordance with article 533 of the Code of Obligations. However, the law allows for a high degree of contractual flexibility: associates may agree to a unequal distribution<\/strong> if so stipulated in the partnership agreement.<\/p>

Thus, if the partnership contract specifies a different distribution of profits and losses (based on contributions or other criteria), this unequal sharing is perfectly acceptable. legal<\/strong> and valid. If an agreement provides only for the distribution of profits or losses, this distribution is deemed to apply to both cases, unless contrary agreement<\/strong>.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Dissolution of a Simple Partnership<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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A simple partnership entered into for an indefinite term may be terminated by any of the partners, subject to six months' notice (art. 546 para. 1 CO).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Causes of dissolution<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Art. 545 of the Swiss Code of Obligations governs the cases in which a simple partnership may be dissolved:<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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