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Memorandum Articles Of Incorporation Articles Of Association

Memorandum Articles Of Incorporation Articles Of Association Template for Switzerland

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Key Requirements PROMPT example:

Memorandum Articles Of Incorporation Articles Of Association

"I need Articles of Association for a Swiss technology startup with 100,000 CHF initial capital, to be incorporated in March 2025, including provisions for future employee share options and two share classes with different voting rights."

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Document background
The Memorandum and Articles of Association/Incorporation is a mandatory legal document required for establishing any company in Switzerland. This foundational document must be prepared in accordance with the Swiss Code of Obligations (OR) and requires notarization before submission to the Commercial Register. It contains essential information about the company's structure, including its name, registered office, purpose, share capital, shareholder rights, and governance framework. The document serves as the company's constitution and provides the legal basis for all corporate actions and decisions. It must be drafted with careful consideration of both mandatory legal requirements and the specific needs of the business, as amendments typically require shareholder approval and re-registration with authorities.
Suggested Sections

1. Company Name, Registered Office, and Duration: Legal company name, registered office location, and duration if not unlimited

2. Purpose: Company's business purpose and scope of activities

3. Share Capital and Shares: Amount of share capital, number and types of shares, nominal value

4. Share Certificates and Transfer of Shares: Form of shares (registered/bearer) and basic transfer provisions

5. Corporate Bodies: Overview of company organs (General Meeting, Board of Directors, Auditors)

6. General Meeting: Powers, convocation, voting rights, and decision-making procedures

7. Board of Directors: Composition, organization, duties, and decision-making procedures

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

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

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

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

Optional Sections

1. Transfer Restrictions: Detailed provisions restricting share transfers, used when company wants to control ownership

2. Privileged Shares: Special share classes with different voting or dividend rights, if applicable

3. Contribution in Kind: Provisions regarding non-cash capital contributions, if applicable

4. Board Committees: Structure and powers of specific board committees, for larger organizations

5. Authorized Capital: Provisions for future capital increases, if desired

6. Conditional Capital: Provisions for convertible bonds or employee participation programs

7. Form of Organization: Detailed organizational regulations, for more complex corporate structures

8. Non-Compete Provisions: Restrictions on competitive activities, if desired

9. Arbitration Clause: Dispute resolution mechanisms, if preferred over ordinary courts

Suggested Schedules

1. Share Capital History: Detailed record of capital changes and share issuances

2. Initial Subscribers: List of founding shareholders and their subscriptions

3. Contribution in Kind Inventory: Detailed list and valuation of non-cash contributions, if applicable

4. Organizational Regulations: Detailed internal regulations for corporate governance

5. Special Rights and Obligations: Detailed provisions of any special rights or obligations attached to shares

6. Signatures and Authentications: Official signatures and notarization documents

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

Retail

Healthcare

Professional Services

Real Estate

Construction

Energy

Transportation

Education

Hospitality

Media and Entertainment

Telecommunications

Agriculture

Mining

Pharmaceutical

Consumer Goods

Non-Profit Organizations

Insurance

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Management

Board of Directors

Corporate Secretariat

Regulatory Affairs

Finance

Corporate Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Chief Financial Officer

Board Member

Managing Director

Company Secretary

Corporate Governance Officer

Head of Legal

Legal Counsel

Regulatory Affairs Manager

Corporate Development Director

Partner (Law Firm)

Senior Legal Advisor

Company 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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