Acquiring a company with a partner: how to structure the partnership?
Introduction
Acquiring a company with a partner allows you to combine complementary skills, share financial risks and increase investment capacity. But this configuration also imposes specific challenges: strategic divergences, decision conflicts, imbalances in actual commitment.
The majority of tensions between partners do not stem from a lack of skills, but from a lack of initial clarity. Who decides in case of disagreement? How is power really distributed beyond capital shares? What happens if one of the two wants to leave in three years?
These questions must be settled before signing the acquisition deed, not after the first conflicts. This guide details the five essential dimensions to structure for a successful dual acquisition: choice of legal structure, capital distribution, role definition, drafting of the shareholders' agreement and anticipation of exit scenarios. The objective: establish a clear framework that protects the relationship and the project.
📌 Summary (TL;DR)
Acquiring a company with a partner requires clarifying five dimensions before signing: the appropriate legal structure, capital distribution (beyond simple 50/50), precise definition of roles and responsibilities, drafting of a shareholders' agreement with protective clauses, and anticipation of exit scenarios. A clear legal and operational framework prevents conflicts and secures the partnership in the long term.
📚 Table of contents
The 5 questions to settle before signing
Before committing to a company acquisition with partners, clarify these five fundamental points:
- Long-term vision: Do you share the same growth, profitability and exit objectives?
- Capital distribution: Who contributes what, and how does this translate into shares?
- Operational roles: Who manages what on a daily basis?
- Financial and personal commitment: What level of risk and time can each person invest?
- Exit scenarios: What happens in case of disagreement, illness or departure?
These questions prevent future conflicts and lay the foundations for a solid acquisition partnership.
Which legal structure for your partnership?
In Switzerland, two legal forms dominate for buying an SME with two people:
SA (Société Anonyme): Suited to large-scale projects, it offers flexibility in capital distribution and facilitates the entry of new investors. Minimum capital: 100,000 CHF.
Sàrl (Société à responsabilité limitée): Simpler and less expensive (minimum capital 20,000 CHF), it suits medium-sized SMEs with a limited number of partners.
The choice depends on your project and your ambitions. Legal support is recommended: consult our network of partners to be connected with experts.
Distributing capital: beyond 50/50
The 50/50 capital distribution seems fair, but it can block decisions in case of disagreement.
Favour a distribution based on objective criteria:
- Financial contribution: Who finances the acquisition and working capital?
- Skills: Who brings sector or technical expertise?
- Time invested: Who works full-time vs part-time?
- Risk-taking: Who personally guarantees the loans?
Concrete examples: 60/40 if one partner finances 70% and manages operations; 70/30 if one brings the client network and the other the capital.
Defining roles and responsibilities
Clarifying from the outset who does what avoids grey areas and tensions. In an acquisition partnership, the distribution of roles must reflect each person's skills and interests.
One partner may excel in daily operational management (production, HR, logistics), whilst the other focuses on strategy, business development or finance.
Document these responsibilities in the shareholders' agreement to avoid misunderstandings and ensure clear governance.
Operational vs strategic management
Distinguish operational responsibilities (daily management, teams, production) from strategic decisions (investments, commercial directions, partnerships).
Example: one partner manages operations and teams, the other drives development and financial strategy. This distribution values complementary skills and limits overlaps.
Specify these roles in your articles of association and your founders' agreement to guarantee smooth execution.
Decision-making process: who decides?
Define which decisions require unanimity (major investments, asset disposals, key hires) and which can be made autonomously.
In case of disagreement, provide a resolution mechanism: mediation by a neutral third party, casting vote of a majority partner, or arbitration clause.
This clarity avoids deadlocks and preserves the relationship between partners. Consult a specialist to formalise these rules in your shareholders' agreement.
The shareholders' agreement: essential clauses
The shareholders' agreement complements the articles of association by defining governance and exit rules. It is a conflict prevention tool, distinct from the official articles of association.
It frames the relationship between partners, protects each person's interests and secures the company's continuity. This contractual document, often confidential, can be modified more easily than the articles of association.
Draft it with the help of a specialised lawyer to guarantee its validity and effectiveness.
Non-compete and confidentiality clause
The non-compete clause prevents a departing partner from creating or joining a competing company for a defined period (generally 2 to 3 years) within a reasonable geographical area.
The confidentiality clause protects strategic information (clients, suppliers, know-how) even after a partner's departure.
These mutual protections secure the company's value and preserve its competitiveness.
Pre-emption and approval clause
The right of pre-emption allows remaining partners to buy back the shares of a departing partner before they are offered to a third party.
The approval clause requires the agreement of existing partners to validate the entry of any new partner, thus avoiding unwanted partners.
Also define the share valuation mechanism (independent expert, predefined formula) to avoid disputes during the buyback.
Early exit clause (good leaver / bad leaver)
This clause distinguishes voluntary and loyal departure (good leaver: retirement, illness, amicable disagreement) from serious fault (bad leaver: breach of agreement, unfair competition).
In case of good leaver, the departing partner recovers the market value of their shares. In case of bad leaver, a discount may apply to protect the company.
These rules guarantee fairness whilst securing business continuity.
Anticipating exit scenarios
Planning separation terms from the outset protects the company and the partners. Common scenarios include: death, disability, strategic disagreement, external opportunity.
Implement a buy-sell agreement defining the conditions for buying back shares. Call upon an independent expert to value the company in case of exit.
Cross life insurance guarantees financing for the buyback in case of a partner's death. These mechanisms ensure the company's sustainability.
To explore further the advantages and pitfalls of a dual acquisition, consult our article acquiring with a partner.
Acquiring a company with a partner multiplies skills and shares financial risks. But this association only works if the foundations are solid from the start.
Questions of capital distribution, governance and decision-making processes must be settled before signing. A well-structured shareholders' agreement protects both parties and anticipates exit scenarios, whether chosen or imposed.
The legal structure, pre-emption clauses, non-compete clauses and good leaver/bad leaver mechanisms are not administrative details. They are safeguards that allow the partnership to navigate inevitable tensions.
Are you considering a dual acquisition? Consult companies for sale on Leez and surround yourself with the right legal and financial experts from the beginning. A successful partnership is built on transparency, clear roles and rules of the game defined together.
