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A Memorandum of Association forms the foundation document when creating a company in Switzerland. It outlines the company's basic structure, including its name, registered office, purpose, and share capital. Think of it as your company's birth certificate and rulebook combined into one essential document.

Under Swiss law, this document must be notarized and filed with the Commercial Register to make your company official. It protects shareholders by clearly stating their rights and obligations, while also informing the public about key aspects of your business. The contents must follow strict rules set out in the Swiss Code of Obligations, making it a crucial first step in establishing any Swiss corporation or LLC.

You need a Memorandum of Association when starting any new company in Switzerland, from small family businesses to large corporations. It's a mandatory first step before registering with the Commercial Register and beginning operations. Swiss law requires this document for incorporating AG (public limited companies), GmbH (limited liability companies), and other business structures.

Creating your Memorandum matters most during three key moments: initial company formation, major structural changes like increasing share capital, or expanding into new business activities not covered by your original purpose clause. Having it properly drafted and notarized prevents legal complications and ensures your company can operate within Swiss regulations from day one.

• Memorandum And Articles Of Association: The most comprehensive version, combining foundational company details with operational rules - typically used for larger Swiss corporations (AG)
• Memorandum Of Association And Bye Laws: Adds detailed internal governance rules, commonly used for Swiss cooperatives and associations
• Trust Memorandum Of Association: Specialized version for establishing trust entities, popular among Swiss wealth management and family office structures

• Company Founders: Sign and submit the Memorandum of Association when establishing their new business entity in Switzerland
• Notaries: Review, certify, and ensure the document meets Swiss legal requirements before submission to authorities
• Commercial Register Officials: Examine and process the Memorandum as part of company registration
• Corporate Lawyers: Draft and modify the document to align with clients' business goals and Swiss regulations
• Shareholders: Bound by the terms outlined in the Memorandum regarding their rights, obligations, and company structure
• Board Members: Must operate within the framework established by the Memorandum's purpose and governance clauses

• Basic Details: Gather company name options, proposed registered address, and intended business purpose
• Capital Structure: Determine share capital amount, number and types of shares, and their nominal value
• Founder Information: Collect full legal names, addresses, and citizenship details of all founding members
• Board Composition: Decide on initial board members and their signing authority levels
• Digital Platform: Use our automated system to generate a legally-compliant Swiss Memorandum template
• Notary Appointment: Schedule a meeting with a Swiss notary for document certification
• Final Review: Double-check all information matches your Commercial Register application forms

• Company Name: Full legal name with required corporate identifiers (AG, GmbH, etc.) in German, French, or Italian
• Registered Office: Exact Swiss municipality where company will be headquartered
• Business Purpose: Clear description of company's intended activities and scope of operations
• Share Capital: Total amount, currency (CHF), number of shares, and their nominal value
• Founder Details: Names, addresses, and nationalities of all founding members
• Signing Authority: Rules for who can represent and bind the company
• Statutory Provisions: Any special rights, transfer restrictions, or voting arrangements
• Notarial Certification: Space for official notary authentication as required by Swiss law

A Memorandum of Association often gets confused with an Amended Articles of Association, but they serve distinct purposes in Swiss corporate law. While both are foundational company documents, they function differently and are used at different stages of a company's life.

• Basic Purpose: A Memorandum of Association establishes the company's existence and defines its relationship with the outside world, while Articles of Association govern internal operations and relationships between shareholders
• Timing: The Memorandum is created at company formation and rarely changes; Articles are frequently amended as the company evolves
• Content Scope: Memorandum contains fundamental elements like company name, purpose, and capital structure; Articles detail day-to-day governance rules, share transfer procedures, and voting rights
• Legal Requirements: Both need notarization under Swiss law, but the Memorandum requires more rigorous initial verification by the Commercial Register