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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."
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
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
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
Auditors
Board of Directors
Business Day
Chairman
Company
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Meeting
Nominal Value
Office
Ordinary Resolution
Registered Office
Registered Shares
Share Register
Shareholder
Shares
Special Resolution
Share Certificate
Statutes
Swiss Official Gazette of Commerce
Transfer
Vice-Chairman
Voting Rights
Registered Office
Corporate Purpose
Share Capital
Share Structure
Share Transfer Restrictions
Corporate Bodies
Shareholders Rights
General Meeting Powers
Voting Rights
Board Composition
Board Powers
Representation Rights
Auditor Provisions
Financial Year
Accounting
Profit Distribution
Notices
Dissolution
Liquidation
Capital Increase
Capital Reduction
Authorized Capital
Conditional Capital
Contribution in Kind
Share Certificates
Board Organization
Meeting Procedures
Quorum Requirements
Reserve Provisions
Communications
Dispute Resolution
Financial Services
Manufacturing
Technology
Professional Services
Real Estate
Healthcare
Retail
Hospitality
Construction
Energy
Transportation
Telecommunications
Insurance
Education
Pharmaceutical
Agriculture
Mining
Media and Entertainment
Legal
Compliance
Corporate Governance
Board Secretariat
Executive Management
Finance
Risk Management
Corporate Affairs
Investor Relations
Regulatory Affairs
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
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