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Company Articles Of Association Template for Switzerland

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles of Association for a small Swiss tech startup being incorporated in March 2025, with a single share class and simplified governance structure, including an audit opt-out provision as we'll have less than 10 full-time employees."

Document background
Company Articles of Association are mandatory foundational documents required for establishing any corporation or limited liability company in Switzerland. This document serves as the company's constitution, outlining its fundamental structure, purpose, and governance rules. Required by the Swiss Code of Obligations, it must contain certain mandatory provisions such as company name, registered office, purpose, share capital structure, and corporate bodies. The Articles must be notarized and filed with the Commercial Register to legally establish the company. They form the basis for all corporate actions and decisions, and can only be modified through formal amendment procedures requiring shareholder approval and notarization. The document is particularly crucial as it binds the company, its shareholders, and its corporate bodies, and serves as a reference point for both internal governance and external dealings.
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 structure of share capital, number and types of shares, and their nominal value

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 and Profit Distribution: Financial year, accounting principles, and profit allocation rules

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

9. Notices and Communications: Methods of communication with shareholders and publication requirements

Optional Sections

1. Transfer Restrictions on Shares: Detailed provisions restricting share transfers (Vinkulierung), used when the company wants to control share ownership

2. Preferred Shares: Special provisions for different share classes, used when the company wants to issue shares with different rights

3. Authorized Capital: Provisions allowing the board to increase capital within certain limits, useful for future flexibility

4. Conditional Capital: Provisions for conditional capital increases, typically used for employee participation or convertible debt

5. Board Committees: Specific provisions for board committees, typically used in larger companies

6. Electronic Meetings: Provisions allowing virtual shareholder meetings, increasingly common post-COVID

7. Conflict Resolution: Specific procedures for resolving disputes, including arbitration clauses

8. Contribution in Kind: Special provisions when assets rather than cash are contributed for shares

Suggested Schedules

1. Contribution in Kind Agreement: Detailed description of assets contributed and their valuation, required when shares are paid by contribution in kind

2. Share Classes Rights: Detailed description of different share classes and their respective rights, if multiple share classes exist

3. Organization Regulations: Detailed rules about the organization of the board and management (often as separate document)

4. Commercial Register Application: Standard form for registration of the Articles with the commercial register

5. Audit Opt-Out Declaration: Declaration for opting out of audit requirement, if applicable for small companies

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


























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Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Real Estate

Healthcare

Retail

Hospitality

Construction

Energy

Transportation

Telecommunications

Insurance

Education

Pharmaceutical

Agriculture

Mining

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Executive Management

Finance

Risk Management

Corporate Affairs

Investor Relations

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Board Member

Chairman of the Board

Chief Financial Officer

Corporate Governance Officer

Managing Director

Partner

Company Secretary

Legal Counsel

Corporate Lawyer

Shareholder Relations Manager

Risk Manager

Company 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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