Heyouthere Legal › Simple partnership
Swiss law · Code of Obligations, art. 530–551

You may be in a partnership nobody signed.

Two or more people who combine their efforts towards a common goal are in a partnership under Swiss law. When nothing is signed, default rules apply.

2 founders signature process
Articles 530–551
Nothing registered
Nothing signed
Rules that apply anyway
Swiss law

What it is.

Article 530: a partnership is “a contractual relationship in which two or more persons agree to combine their efforts or resources in order to achieve a common goal”. A simple partnership (einfache Gesellschaft, société simple, società semplice) is any partnership that does not fulfil the distinctive criteria of any of the other types of partnership codified herein.

Default rules

What applies if you agreed nothing.

Ownership

Decision making

Art. 533 para. 1
Fifty-fifty, whatever each of you put in
“Unless otherwise agreed, each partner has an equal share in profits and losses regardless of the nature and amount of his contribution.”
Art. 534 para. 1
Nothing passes unless you both agree
“Partnership resolutions are made with the consent of all partners.” Majority voting applies only if you agreed on it (para. 2). With no agreement, two people who disagree have no way through.
Art. 544 para. 1
What you built belongs to you both
“Objects, rights in rem and claims transferred to or acquired for the partnership belong jointly to the partners as stipulated in the partnership agreement.”
Art. 543 para. 3
One of you can commit the other
“A partner is presumed empowered to represent the partnership or all the partners in dealings with third parties as soon as management authority is conferred on him.”
Art. 544 para. 3
A creditor can come to either of you, for the whole amount
“Subject to contrary agreement, partners are jointly and severally liable for obligations to third parties contracted jointly or through representatives.”
Art. 546 para. 1
Either of you can walk out with six months’ notice
“Where the partnership was established for an indefinite duration […] each partner may terminate the partnership by giving six months’ notice.” That starts the liquidation of everything it holds.

All of it is in the Code of Obligations, articles 530 to 551.

The documents

Three stages, three sets of documents.

Every rule above starts with “unless otherwise agreed” or “subject to contrary agreement”. A written agreement replaces the defaults.

First page of the NDA Light
NDA Light
Free
First page of the NDA Collaborative
NDA Collaborative
Free
First page of the NDA Secure
NDA Secure
Free
First page of the Trial Cooperation Agreement
Trial Cooperation Agreement
Collaboration Toolkit
First page of the Long-Term Cooperation Agreement
Long-Term Cooperation Agreement
Collaboration Toolkit
First page of the Founders Agreement
Founders Agreement
Founders Toolkit
Everything you need to start signing
Legal Foundations
Three NDAs, signed online. Free, every month.
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What you get
  • NDA Light
  • NDA Collaborative
  • NDA Secure
  • 3 free e-signatures per month
  • The counterpart signs with no account
  • Full audit trail & archived documents
  • Clause negotiation included
  • Co-signatory on demand
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Perfect when you start collaborations
Collaboration Toolkit
3 NDA types and the contracts to frame early-stage collaborations.
CHF 255
Launch price · one-time payment
Complimentary access to the Heyouthere Swiss community of entrepreneurs and talents.
What you get
  • NDA Light
  • NDA Collaborative
  • NDA Secure
  • Trial Cooperation Agreement
  • Long-Term Cooperation Agreement
  • Contract Amendment Letter
  • 3 free e-signatures per month
  • 10 extra free e-signatures
  • Co-signatory on demand
  • Full contract editing included
  • 30’ with our legal partner, included
Get the Collaboration Toolkit
What you need before incorporation
Founders Toolkit
All our contracts, plus the agreement that sets shares, roles and exit among founders.
CHF 425
Launch price · one-time payment
Complimentary access to the Heyouthere Swiss community of entrepreneurs and talents.
What you get
  • NDA Light
  • NDA Collaborative
  • NDA Secure
  • Trial Cooperation Agreement
  • Long-Term Cooperation Agreement
  • Founders Agreement
  • Contract Amendment Letter
  • 3 free e-signatures per month
  • 20 extra free e-signatures
  • Co-signatory included
  • Full contract editing included
  • 30’ with our legal partner, included
Get the Founders Toolkit

Each plan includes everything in the one before it. Start free, move up when your situation does.

Write down what you already agreed.

Start with an NDA at no cost, and add a toolkit when the collaboration reaches the next stage.

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