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Articles Of Association For Company Limited By Guarantee

Articles Of Association For Company Limited By Guarantee Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Association For Company Limited By Guarantee

"I need Articles of Association for a Company Limited by Guarantee to establish a professional medical research association in Zurich, with a member guarantee amount of 1000 CHF per member, planning to commence operations in March 2025 and including provisions for virtual general meetings and international collaboration."

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Document background
Articles of Association For Company Limited by Guarantee are essential founding documents for organizations in Switzerland that operate without share capital, where members instead provide guarantees limited to a predetermined amount. This structure is particularly common among non-profit organizations, professional associations, and educational institutions. The document must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and requires registration with the Commercial Registry. It establishes the organization's legal identity, defines its purpose, governance structure, and sets out the rights and obligations of members, including their guarantee commitments. The document serves as the constitutional framework for the organization's operations and is crucial for entities seeking to operate with limited liability while maintaining a membership-based structure rather than shareholding.
Suggested Sections

1. Name, Registered Office, and Purpose: Company name, registered office location, and detailed statement of business purpose

2. Guarantee Structure: Details of the guarantee amount and members' liability limitations

3. Membership: Qualifications, admission procedures, rights and obligations of members

4. General Meeting: Rules for conducting general meetings, voting rights, and decision-making processes

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

6. Executive Management: Structure and powers of executive management

7. External Auditors: Appointment and duties of external auditors if required

8. Financial Year and Accounting: Financial year definition and accounting principles

9. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

10. Notices and Communications: Methods of official communication with members and authorities

Optional Sections

1. Special Rights and Obligations: Additional rights or obligations for specific member categories, used when the company has different membership classes

2. Committees: Structure and powers of specialized committees, included when the company requires specific governance bodies

3. Conflict Resolution: Detailed dispute resolution procedures, recommended for larger organizations

4. Branch Establishments: Provisions for establishing branches, included when company plans geographic expansion

5. Electronic Meetings: Provisions for virtual general meetings and board meetings, recommended for modern organizations

6. Intellectual Property: IP rights management, important for companies with significant intellectual property

7. Non-Profit Provisions: Special provisions if operating as a non-profit entity

Suggested Schedules

1. Initial Members: List of founding members and their guarantee commitments

2. Initial Board Members: Details of first appointed board members and their terms

3. Membership Categories: Detailed description of different membership categories if applicable

4. Signing Authority Rules: Detailed signing and representation rules

5. Internal Regulations: Detailed operational procedures and policies

6. Form of Guarantee Agreement: Template for member guarantee commitments

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles
Board
Business Day
Chairman
Company
Company Secretary
Director
Electronic Form
Executive Management
External Auditor
Financial Year
General Meeting
Guarantee
Guarantee Amount
Guarantee Commitment
Laws
Member
Membership Register
Office
Ordinary Resolution
Purpose
Register of Directors
Registered Office
Rules of Procedure
Seal
Special Resolution
Territory
Writing
Swiss Code of Obligations
Commercial Register
Membership Categories
Internal Regulations
Qualified Majority
Simple Majority
Voting Rights
Notice Period
Liquidation Proceeds
Dissolution Event
Corporate Bodies
Authorized Signatory
Clauses
Company Name and Registered Office
Purpose and Scope
Guarantee Structure
Membership Requirements
Membership Rights
Membership Obligations
Membership Transfer
Membership Termination
General Meetings
Voting Rights
Board Composition
Board Powers
Board Meetings
Executive Management
Representation and Signing Authority
Financial Provisions
Audit Requirements
Amendment Procedures
Dispute Resolution
Dissolution and Liquidation
Communications
Regulatory Compliance
Internal Organization
Committees
Liability Limitations
Asset Distribution
Membership Register
Corporate Records
Seal Usage
Notice Requirements
Relevant Industries

Non-Profit Organizations

Education

Professional Associations

Cultural Institutions

Sports Organizations

Research Institutions

Healthcare Organizations

Environmental Organizations

Social Services

Industry Associations

Charitable Organizations

Trade Associations

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Administrative

Company Secretariat

Risk Management

Board Operations

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Board Member

Managing Director

Compliance Officer

Corporate Governance Officer

Risk Manager

Non-Profit Director

Association President

General Counsel

Administrative Director

Board Chairman

Foundation Manager

Industries
Swiss Code of Obligations (OR): The primary source of Swiss corporate law, particularly Articles 620-763, governing the formation, organization, and operation of companies. Special attention to Articles 772-827 regarding limited liability companies.
Commercial Register Ordinance (HRegV): Regulations governing the registration of companies in Switzerland, including specific requirements for documentation and information that must be included in the Articles of Association.
Federal Act on the Implementation of International AML Recommendations: Regulations regarding transparency and beneficial ownership reporting requirements that need to be reflected in the company's Articles of Association.
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for including provisions about potential future restructuring, mergers, or transformations of the company.
Swiss Civil Code: Supplementary provisions affecting legal entities, particularly regarding legal personality and capacity.
Federal Act on Foreign Nationals and Integration (FNIA): Relevant if the company involves foreign shareholders or directors, affecting provisions about company management and control.
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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