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Articles Of Incorporation For LLC

Articles Of Incorporation For LLC Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Incorporation For LLC

"I need Articles of Incorporation for LLC for a Swiss technology startup with three founding members, including provisions for future venture capital investment and specific clauses about intellectual property rights protection."

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Document background
Articles of Incorporation for LLC (GmbH/Sàrl) serve as the constitutional document for establishing a limited liability company in Switzerland. This document is required when entrepreneurs or investors wish to form a Swiss LLC, which requires a minimum capital of CHF 20,000 and at least one member. The Articles must be executed as a public deed before a Swiss notary and subsequently registered with the Commercial Register. They contain mandatory provisions required by Swiss law, including the company's name, registered office, purpose, capital structure, and governance framework. This document is crucial for business formation in Switzerland and must comply with the Swiss Code of Obligations (particularly Articles 772-827). It forms the legal foundation for the company's existence and operations, setting out shareholders' rights, management structure, and basic operational rules.
Suggested Sections

1. Company Name, Registered Office and Duration: States the company's name, registered office location, and whether it has a limited or unlimited duration

2. Purpose: Defines the business purposes and activities of the company

3. Share Capital: Specifies the total share capital amount, number of shares, and nominal value of each share

4. Contributions: Details of how the share capital is paid up and any non-cash contributions

5. Corporate Bodies: Lists the governance bodies: General Meeting, Management, and Auditors (if applicable)

6. General Meeting: Powers, convocation, voting rights, and decision-making procedures of the general meeting

7. Management: Composition, appointment, powers, and responsibilities of management

8. Representation: Rules on who can represent the company and signing authority

9. Financial Year and Financial Statements: Defines the financial year and rules for preparing financial statements

10. Notices: How official communications to members will be made

Optional Sections

1. Transfer Restrictions: Additional restrictions on the transfer of shares beyond statutory requirements - used when shareholders want more control over ownership changes

2. Non-Competition: Restrictions on competitive activities by members - included when there's a specific need to protect the company's interests

3. Dividend Policy: Specific rules for profit distribution - useful for companies with complex distribution preferences

4. Tag-Along Rights: Minority shareholder protection provisions - included when requested by investors

5. Drag-Along Rights: Majority shareholder exit rights - included when planning for potential future sales

6. Additional Capital Contributions: Rules for requesting additional capital from members - used when future capital needs are anticipated

7. Intellectual Property Rights: Specific provisions about IP ownership and usage - important for technology or creative companies

Suggested Schedules

1. List of Founding Members: Details of initial members including names, addresses, and shareholdings

2. Description of Non-Cash Contributions: Detailed description and valuation of any assets contributed other than cash

3. Signing Authorities: Detailed list of authorized signatories and their signing powers

4. Branch Offices: List of any branch offices if the company has multiple locations

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

Professional Services

Technology

Manufacturing

Retail

Healthcare

Financial Services

Real Estate

Construction

Hospitality

Education

Consulting

Energy

Transportation

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Finance

Corporate Affairs

Business Development

Company Secretariat

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Company Secretary

Chief Legal Officer

Corporate Lawyer

Compliance Officer

Managing Director

Board Member

Business Development Manager

Chief Financial Officer

Corporate Governance Officer

Founding Partner

General Counsel

Legal Director

Managing Partner

Startup Founder

Entrepreneur

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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