Articles Of Association Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Association

"I need Articles of Association for a Swiss technology startup to be incorporated in March 2025, with a single share class and basic governance structure suitable for 3 founding shareholders who will all serve on the board."

Document background
Articles of Association are required for the establishment of any corporation (AG) or limited liability company (GmbH) in Switzerland. This document serves as the company's constitutional charter and must comply with the Swiss Code of Obligations (OR). It is created during company formation and requires notarization before being submitted to the Commercial Register. The Articles of Association contain both mandatory elements (such as company name, purpose, share capital) and optional provisions (like transfer restrictions, authorized capital). They form the legal backbone of the company's existence and govern fundamental aspects of corporate life, from shareholder rights to profit distribution. Any subsequent modifications require shareholder approval and notarization, making this a living document that evolves with the company's needs while maintaining compliance with Swiss law.
Suggested Sections

1. Company Name, Registered Office and Purpose: Specifies the company's name, legal seat (domicile), and corporate purpose

2. Share Capital and Shares: Details of the share capital structure, nominal value of shares, share categories, and share transfer restrictions

3. Corporate Bodies: Defines the company's governing bodies: General Meeting, Board of Directors, and Auditors

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

5. Board of Directors: Composition, organization, duties, and decision-making procedures of the board

6. Auditors: Provisions regarding the appointment and duties of auditors

7. Annual Accounts and Profit Distribution: Rules on financial statements, reserves, and dividend distribution

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. Contributions in Kind: Required only if company is formed with non-cash assets

2. Authorized Capital: Optional provision allowing board to increase share capital within certain limits

3. Conditional Capital: Required if company plans to issue convertible bonds or similar instruments

4. Share Transfer Restrictions: Detailed provisions if transfer of shares is to be restricted

5. Board Committees: Required if specific committees are to be established

6. Executive Management: Detailed provisions on management organization if desired

7. Related Party Transactions: Special provisions for dealing with conflicts of interest

8. Forum Selection: Optional jurisdiction and dispute resolution provisions

Suggested Schedules

1. Share Capital History: Record of changes in share capital structure and previous capital increases

2. Contributions in Kind Schedule: Detailed description of any non-cash contributions, including valuations

3. Organizational Regulations Reference: Reference to separate organizational regulations if they exist

4. Signature Regulations: List of authorized signatories and signing powers if not in main document

Authors

Alex Denne

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

Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Real Estate

Energy

Transportation

Consumer Goods

Telecommunications

Education

Construction

Agriculture

Mining

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Executive Management

Board of Directors

Regulatory Affairs

Finance

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Compliance Officer

Legal Counsel

Corporate Lawyer

Board Member

Chairman of the Board

Company Director

Chief Financial Officer

Head of Corporate Governance

Legal Director

Corporate Affairs Manager

Regulatory Compliance Manager

Company Secretary

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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