Opening my own hairdressing salon?

Opening my own hairdressing salon?

"I run a hairdressing salon as a general partnership. I wonder if I can leave the partnership and open my own hairdressing salon without violating the principle of the prohibition on competition?"

Thierry, Carouge

When several people join together in a partnership, they are bound by a "duty of fidelity" and may not therefore perform acts for themselves that would interfere with the purpose of the partnership. With regard to general partnerships in particular, the law lists the prohibited acts in the branch of activity operated by the partnership and without the consent of the other partners: it is thus prohibited to undertake transactions on one's own account or on behalf of a third party, to take an interest in another business as a partner with unlimited liability or as a limited partner, or to be part of a limited liability partnership. The prohibition on competing ends when the company is dissolved, but continues until it is completely liquidated. Once the liquidation is complete, the former partners are no longer bound by their duty of loyalty to the company. If a partner leaves the company, he or she is also released from the prohibition on competing, unless the partnership agreement provides otherwise.

By virtue of the principle of contractual freedom, the partners may depart from the legal provisions described above when drawing up the partnership agreement. In particular, they may extend the number of prohibited acts in terms of competition and stipulate that the prohibition will survive the liquidation of the company or the departure of a partner. To be valid, such a clause must not only be necessary for the company, but must also be limited geographically, temporally and materially, i.e. it must refer to the field operated by the company. It is not possible, for example, to prohibit the outgoing partner indefinitely from opening his own hairdressing salon, or to stipulate that the prohibition applies to the whole of Switzerland.

It should also be noted that if your company has only two members, the company will be dissolved when you leave and your partner will have the option of continuing to run the hairdressing salon as a sole trader.

You will therefore have understood that from the moment you lose your status as a partner, following your departure from the company or following its liquidation (if there are only two of you), you are no longer bound by the prohibition on competing with the company and are therefore free to open your own hairdressing salon, unless the contract under which your company is founded provides otherwise.