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Certificate Of Incorporation Memorandum And Articles Of Association
"I need a Certificate of Incorporation Memorandum and Articles of Association for a Swiss technology startup with planned incorporation in March 2025, including provisions for three share classes, employee stock options, and a board structure allowing for future venture capital investment."
1. Company Name, Registered Office, and Duration: Specifies the company name, registered office location, and whether the company has a limited duration
2. Purpose of the Company: Defines the business purposes and activities of the company
3. Share Capital and Shares: Details of the share capital amount, number and types of shares, nominal value, and payment requirements
4. Share Certificates and Transfer of Shares: Provisions regarding the form of shares and their transfer restrictions if any
5. Corporate Bodies: Introduction to the corporate governance structure
6. General Meeting: Powers, convocation, voting rights, and procedural rules for shareholder meetings
7. Board of Directors: Composition, election, powers, organization, and decision-making processes of the board
8. Auditors: Provisions regarding the statutory auditors or opting out of audit requirements
9. Financial Year and Financial Statements: Definition of the financial year and rules regarding financial statements
10. Notices and Communications: Methods of communication with shareholders and publication requirements
11. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Authorized Capital: Optional provision allowing the board to increase share capital within certain limits, used when flexibility for future capital increases is desired
2. Conditional Capital: Provisions for conditional capital increases, typically used for employee participation programs or convertible bonds
3. Benefits and Contributions in Kind: Special provisions required when assets are contributed instead of cash or when special benefits are granted to founders
4. Different Share Classes: Provisions defining different share classes and their respective rights, used when the company wants to create preferred shares or voting shares
5. Board Committees: Provisions for establishing and governing board committees, typically used by larger companies
6. Transfer Restrictions: Detailed provisions restricting share transfers, typically used in smaller or family-owned companies
7. Arbitration Clause: Provisions for dispute resolution through arbitration instead of ordinary courts
1. Subscription Certificate: Document confirming the subscription of shares by the founding shareholders
2. Proof of Capital Deposit: Bank confirmation of the deposited share capital
3. Founder Meeting Minutes: Minutes of the constituent meeting of the founders
4. Acceptance Declarations: Written acceptances of election by board members and auditors
5. Lex Friedrich Declaration: Declaration regarding foreign ownership if relevant
6. Domicile Confirmation: Confirmation of the company's registered office address
Authors
Auditors
Board of Directors
Chairman
Company
Company Secretary
Financial Year
General Meeting
Ordinary General Meeting
Extraordinary General Meeting
Registered Office
Share Capital
Shares
Shareholders
Share Register
Statutory Reserves
Transfer Restrictions
Voting Rights
Corporate Bodies
Bearer Shares
Registered Shares
Qualified Majority
Commercial Register
Business Day
Official Gazette
Annual Report
Annual Financial Statements
Dividend
Authorized Capital
Conditional Capital
Corporate Purpose
Share Capital
Share Rights
Share Transfer
Shareholder Rights
General Meetings
Voting Rights
Board Composition
Board Powers
Management Authority
Financial Provisions
Audit Requirements
Dissolution
Liquidation
Notices
Amendment Procedures
Dispute Resolution
Corporate Governance
Reserved Matters
Dividend Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Capital Increase
Capital Reduction
Share Certificates
Corporate Communications
Statutory Reserves
Financial Year
Annual Accounts
Company Name
Registered Office
Duration
Corporate Bodies
Representation Rights
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Construction
Energy
Transportation
Hospitality
Education
Media and Entertainment
Agriculture
Telecommunications
Non-Profit Organizations
Consumer Goods
Industrial Services
Life Sciences
Mining
Legal
Compliance
Corporate Governance
Executive Leadership
Finance
Administrative
Risk Management
Corporate Affairs
Regulatory Affairs
Company Secretariat
Board of Directors
Investment
Business Development
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Member
Managing Director
Corporate Governance Officer
Risk Manager
General Counsel
Company Director
Legal Administrator
Regulatory Affairs Manager
Corporate Services Manager
Business Development Director
Investment Manager
Shareholder Relations Officer
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