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Article Of Association And Bylaws

Article Of Association And Bylaws Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Association And Bylaws

"Need Articles of Association and Bylaws for a Swiss technology startup to be incorporated in March 2025, with provisions for two share classes and employee stock options, plus specific clauses for future venture capital investment rounds."

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Document background
Articles of Association and Bylaws are required for every company incorporation in Switzerland and serve as the foundational legal document defining the company's existence and operations. This document must comply with Swiss law, particularly the Swiss Code of Obligations, and requires notarization before submission to the Commercial Register. It contains essential information about the company's structure, share capital, corporate bodies, and governance procedures. The document is crucial during company formation, but also serves as an ongoing reference for corporate governance matters, shareholder rights, and company operations. Regular updates may be needed to reflect significant corporate changes, always requiring shareholder approval and official registration.
Suggested Sections

1. Company Name, Registered Office, and Purpose: Legal company name, registered office location, and detailed description of business purpose

2. Share Capital and Shares: Details of share capital structure, share types, nominal values, and share transfer restrictions

3. Corporate Bodies: Introduction to the company's governing bodies (General Meeting, Board of Directors, Auditors)

4. General Meeting: Powers, convocation, voting rights, quorum requirements, and decision-making procedures

5. Board of Directors: Composition, election, term of office, organization, duties, and decision-making processes

6. Executive Management: Appointment, responsibilities, and reporting structure of executive management

7. Auditors: Appointment, duties, and term of office of statutory auditors

8. Annual Accounts and Profit Distribution: Financial year, accounting principles, and profit allocation rules

9. Notices and Communications: Methods of official communication with shareholders and public notices

10. Dissolution and Liquidation: Procedures for company dissolution and liquidation

Optional Sections

1. Share Classes and Preferential Rights: Used when the company has multiple share classes with different rights and privileges

2. Transfer Restrictions and Pre-emptive Rights: Detailed provisions for share transfer limitations and shareholder pre-emptive rights

3. Board Committees: Structure and duties of specific board committees (e.g., audit, compensation) - typically for larger companies

4. Organizational Regulations: Detailed internal organization rules - often separate document for larger companies

5. Conflict Resolution: Specific procedures for resolving disputes between shareholders or corporate bodies

6. Digital Communication: Provisions for electronic voting and virtual meetings - important for modern governance

7. Contribution in Kind: Required when company accepts non-cash capital contributions

Suggested Schedules

1. Appendix 1: Organizational Chart: Current corporate structure and reporting lines

2. Appendix 2: Signature Regulations: Current authorized signatories and signing powers

3. Appendix 3: Board Committee Charters: Detailed terms of reference for board committees

4. Schedule 1: Share Register Details: Format and content requirements for the share register

5. Schedule 2: Meeting Procedures: Detailed procedures for conducting general meetings and board meetings

6. Schedule 3: Reporting Requirements: Internal reporting templates and deadlines

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






























Clauses




























Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Real Estate

Energy

Transportation

Telecommunications

Consumer Goods

Industrial

Agriculture

Education

Entertainment

Construction

Mining

Hospitality

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Risk Management

Executive Management

Finance

Investor Relations

Administrative

Corporate Affairs

Relevant Roles

Chief Executive Officer

Board Member

Company Secretary

General Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Head of Corporate Governance

Legal Director

Corporate Secretary

Risk Manager

Board Chairman

Managing Director

Chief Operating Officer

Investor Relations Director

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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