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Addendum To Operating Agreement Template for Switzerland

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Key Requirements PROMPT example:

Addendum To Operating Agreement

"I need an Addendum to Operating Agreement to modify our company's management structure by adding two new managing directors and establishing a management committee, effective March 1, 2025, for our Swiss GmbH."

Document background
An Addendum To Operating Agreement is a crucial document used when business partners or company members need to modify their existing operational arrangements without drafting an entirely new agreement. Under Swiss law, particularly guided by the Swiss Code of Obligations, this document allows for precise modifications to specific provisions while maintaining the integrity of the original agreement. It's commonly used when companies need to update management structures, adjust profit-sharing arrangements, modify operational procedures, or incorporate new members. The addendum must comply with Swiss formal requirements for contract modifications and, depending on the company structure, may require specific approvals or registrations. This document type is particularly important in Switzerland's business environment, where precision and clarity in business arrangements are paramount.
Suggested Sections

1. Parties: Identification of all parties to the original Operating Agreement who are affected by this addendum

2. Background: Reference to the original Operating Agreement (including date and parties) and brief explanation of why modifications are needed

3. Definitions: Key terms used in the addendum, including reference to definitions in the original agreement that remain applicable

4. Scope of Amendment: Clear identification of which sections of the original Operating Agreement are being modified, added, or deleted

5. Amendment Details: Specific changes being made to the Operating Agreement, with clear before and after language

6. Effect on Original Agreement: Statement that all other provisions of the original Operating Agreement remain in full force and effect

7. Effective Date: When the modifications take effect

8. Governing Law: Confirmation of Swiss law as governing law, with specific cantonal references if applicable

9. Execution: Signature blocks for all required parties

Optional Sections

1. Regulatory Compliance: Required when modifications need to address specific regulatory requirements or changes

2. Consideration: Include when the amendment involves any exchange of value or financial considerations

3. Shareholder/Member Approval: Required when modifications need special approval under the original agreement or Swiss law

4. Transitional Provisions: Include when changes require a phased implementation or temporary arrangements

5. Third Party Rights: Include when modifications affect rights of third parties or require third party consents

6. Tax Implications: Required when modifications have significant tax consequences that need to be addressed

7. Dispute Resolution: Include if modifying or adding specific dispute resolution procedures

Suggested Schedules

1. Schedule of Amendments: Detailed table or list showing exact textual changes to specific clauses

2. Consent Documents: Copies of any required board resolutions, shareholder approvals, or third-party consents

3. Revised Financial Terms: If applicable, detailed breakdowns of any modified financial arrangements

4. Comparison Version: Redline showing changes between original and modified versions of affected sections

5. Updated Corporate Structure: If applicable, diagrams or charts showing any organizational changes resulting from the amendment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Real Estate

Healthcare

Retail

Construction

Energy

Transportation

Telecommunications

Hospitality

Agriculture

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Operations

Compliance

Finance

Business Development

Administrative

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Operations Manager

Compliance Officer

Chief Financial Officer

Board Member

Partnership Manager

General Counsel

Managing Partner

Director of Operations

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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