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Companies Memorandum Of Association Template for Switzerland

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Key Requirements PROMPT example:

Companies Memorandum Of Association

"I need a Companies Memorandum of Association for a Swiss technology startup with a single founder, planned share capital of 100,000 CHF, and provisions for future employee share options to be implemented by March 2025."

Document background
The Companies Memorandum of Association is a mandatory document required for incorporating any company in Switzerland. It serves as the constitutional foundation of the company and must comply with the Swiss Code of Obligations (OR). This document is typically prepared when establishing a new company or modifying an existing company's fundamental structure. It contains essential information about the company's identity, purpose, capital structure, and governance framework, including both mandatory elements required by Swiss law and optional provisions tailored to specific business needs. The document must be executed in authentic form before a Swiss notary public and subsequently registered with the Commercial Register. Its contents bind the company, its shareholders, and its corporate bodies, making it a crucial reference point for corporate governance and decision-making.
Suggested Sections

1. Company Name, Seat and Purpose: Legal company name, registered office location (municipality), and corporate purpose

2. Share Capital and Shares: Amount and structure of share capital, number, class and nominal value of shares, and form of shares (registered/bearer)

3. Shareholders' Rights: Voting rights, dividend rights, and other fundamental shareholder rights

4. Corporate Bodies: Structure and basic rules for general meeting, board of directors, and statutory auditors

5. General Meeting: Rules for convening, conducting, and decision-making at shareholder meetings

6. Board of Directors: Composition, organization, duties, and decision-making processes

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

8. Annual Accounts: Financial year, principles of accounting, and profit allocation

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

10. Dissolution and Liquidation: Basic rules for company dissolution and liquidation process

Optional Sections

1. Transfer Restrictions: Restrictions on share transfers (particularly relevant for private companies)

2. Authorized Capital: Provisions for authorized capital increase, if desired

3. Conditional Capital: Provisions for conditional capital increase, typically for employee participation or convertible bonds

4. Contribution in Kind: Special provisions for non-cash capital contributions

5. Special Benefits: Any special advantages granted to founders or others

6. Board Committees: Rules for specific committees if the board plans to establish them

7. Managing Directors: Provisions for delegation of management if planned

8. Share Certificates: Detailed provisions about physical share certificates if used

9. Preferred Voting Shares: Special provisions for shares with preferential voting rights

10. Electronic Meetings: Provisions allowing virtual shareholder meetings or hybrid formats

Suggested Schedules

1. Contribution in Kind Schedule: Detailed description of any non-cash assets being contributed as capital

2. Special Benefits Schedule: Detailed description of any special benefits granted to founders or other persons

3. Share Classes Schedule: Detailed description of different share classes and their rights if complex share structure exists

4. Board Regulations: Detailed organizational regulations for the board of directors, if referenced in articles

5. Subscription Form: Standard form for share subscription, if referenced in articles

Authors

Alex Denne

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

Relevant legal definitions






























Clauses




































Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Telecommunications

Transportation

Consumer Goods

Industrial

Agriculture

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Finance

Risk Management

Strategy

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Managing Director

Board Member

Company Director

Compliance Officer

Corporate Governance Officer

Legal Counsel

Company Secretary

Business Development Director

Investment Manager

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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