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From the magazine SZW-RSDA 4/2017 | S. 436-441 The following page is 436

Der Gründervertrag

Founder contracts are contracts in which the founders agree on founding a corporation and commit themselves to perform activities in view of this purpose. The founder contract may be qualified as a contract sui generis containing elements of social law and contract law. In order to determine the applicable law the following foundation phases have to be distinguished:

In the preliminary phase when preliminary talks take place, the participants normally don’t want to enter into legally binding relationships. However, the participants are under the duty of negotiating seriously.

The setup phase starts at the end of the preliminary phase and ends by declaring the foundation of a corporation in the notarized deed. Both in the internal and external relationship the law of the general partnership is applicable. However, already in this phase the law of the general partnership is altered by some provisions of the corporate law (articles 645 and 753 CO).

The formation phase starts after the…

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