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Bespoke Articles Of Association

Bespoke Articles Of Association Template for Switzerland

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Key Requirements PROMPT example:

Bespoke Articles Of Association

"I need Bespoke Articles of Association for a Swiss technology startup with dual share classes (A and B shares), authorized capital provisions, and specific share transfer restrictions for early-stage investors, to be implemented by March 2025."

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Document background
Bespoke Articles of Association are required when establishing a new company in Switzerland or when making substantial modifications to an existing company's fundamental structure. This document, which must comply with Swiss law, particularly the Swiss Code of Obligations, serves as the company's constitutional foundation. It contains mandatory elements such as company name, purpose, share capital, and governance structures, while allowing for customization to suit specific business needs. The document must be notarized and registered with the Commercial Register to be legally effective. Bespoke Articles of Association are particularly important when companies have specific requirements that go beyond standard templates, such as multiple share classes, special voting rights, or specific transfer restrictions.
Suggested Sections

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

2. Share Capital and Shares: Amount and composition of share capital, number and nominal value of shares

3. Corporate Bodies: Lists the corporate bodies (General Meeting, Board of Directors, Auditors)

4. General Meeting: Powers, convocation, voting rights, and decision-making procedures of the shareholders' meeting

5. Board of Directors: Composition, organization, powers, and duties of the board

6. Auditors: Provisions regarding the statutory auditors or opting out of audit requirement

7. Annual Accounts: Financial year, preparation of annual accounts, and allocation of profits

8. Notices and Communications: How official communications to shareholders are made

9. Dissolution and Liquidation: Provisions for company dissolution and liquidation process

Optional Sections

1. Share Transfer Restrictions: Used when the company wants to restrict the transferability of registered shares

2. Different Share Classes: Required when the company has multiple share classes with different rights

3. Authorized Capital: Include when the board should have authority to increase share capital within certain limits

4. Conditional Capital: Used when the company wants to create conditional capital for convertible bonds or employee participation

5. Contributions in Kind: Required when shares are paid for with assets rather than cash

6. Special Privileges: Needed when specific shareholders or founders receive special rights or benefits

7. Electronic Meetings: Optional provisions for holding virtual or hybrid general meetings

Suggested Schedules

1. Appendix 1: Contributions in Kind: Detailed description of any non-cash assets used to pay for shares

2. Appendix 2: Special Privileges: Detailed description of any special rights or benefits granted

3. Appendix 3: Organization Regulations: Detailed rules about the organization of the board and management

4. Appendix 4: Share Register Regulations: Detailed rules about maintaining the share register and transfer procedures

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


























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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Professional Services

Retail

Energy

Transportation

Construction

Education

Hospitality

Media and Entertainment

Agriculture

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Executive Leadership

Risk Management

Corporate Affairs

Finance

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Corporate Governance Officer

Board Chairman

Board Director

Managing Director

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Governance Manager

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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