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Constitution Memorandum And Articles Of Association

Constitution Memorandum And Articles Of Association Template for Switzerland

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Key Requirements PROMPT example:

Constitution Memorandum And Articles Of Association

"I need a Constitution Memorandum And Articles Of Association for a Swiss technology startup with plans for multiple share classes, including preferred shares for investors, and specific provisions for employee stock options to be implemented by March 2025."

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Document background
The Constitution Memorandum And Articles Of Association is a fundamental legal document required for establishing a company in Switzerland. It is used during the company formation process and serves as the primary governing document throughout the company's existence. The document must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and requires notarization before submission to the Commercial Register. It contains essential information about the company's structure, including share capital, corporate governance, shareholder rights, and operational procedures. This document is particularly important as it defines the relationship between shareholders, sets out the powers of the board of directors, and establishes the framework for corporate decision-making. Any subsequent modifications require shareholder approval and must be registered with the Commercial Register.
Suggested Sections

1. Company Name, Registered Office, and Purpose: Defines the company name, legal seat (registered office location), and comprehensive description of business purpose as required by Swiss law

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

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

4. General Meeting: Powers, convocation rules, voting rights, quorum requirements, and decision-making procedures for shareholder meetings

5. Board of Directors: Composition, election, organization, duties, decision-making processes, and signatory rights

6. Statutory Auditors: Provisions regarding the appointment, duties, and requirements for auditors

7. Annual Accounts and Profit Distribution: Rules for financial statements, allocation of profits, and formation of reserves

8. Dissolution and Liquidation: Procedures and requirements for company dissolution and liquidation

9. Notices and Communications: Methods and requirements for official communications with shareholders and public notices

Optional Sections

1. Preferred Shares: Include when the company has multiple share classes with different rights and privileges

2. Transfer Restrictions: Detailed provisions for share transfer limitations, particularly relevant for private companies

3. Authorized Capital: Include when the company wants flexibility to increase capital within a defined period

4. Conditional Capital: Required when implementing employee participation programs or convertible debt instruments

5. Board Committees: Include when establishing specific committees (audit, compensation, etc.) within the board structure

6. Opting Out/Up Provisions: Special provisions regarding mandatory takeover offers for listed companies

7. Contribution in Kind: Required when capital is paid through non-cash assets

8. Special Privileges: Include when granting specific rights to founders or other parties

Suggested Schedules

1. Share Capital Details: Detailed breakdown of initial share subscriptions and shareholders

2. Non-Cash Contribution Schedule: Detailed description and valuation of any assets contributed in kind

3. Special Privileges Documentation: Details of any special rights or benefits granted to specific parties

4. Board Regulations: Detailed internal regulations for the Board of Directors

5. Organizational Regulations: Internal organization rules and delegation of management

6. Founder Documents: Documentation related to company formation and founder decisions

7. Statutory Auditor Confirmation: Formal confirmation from appointed auditors

8. Capital Increase Report: Required for authorized or conditional capital increases

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 of Directors
Business Day
Chairman
Company
Commercial Register
Corporate Bodies
Director
Financial Year
General Meeting
Ordinary General Meeting
Extraordinary General Meeting
Registered Office
Register of Shareholders
Share Capital
Shares
Shareholder
Statutory Auditors
Swiss Code of Obligations
Swiss Law
Secretary
Simple Majority
Qualified Majority
Bearer Shares
Registered Shares
Share Certificate
Transfer Restrictions
Authorized Capital
Conditional Capital
Contribution in Kind
Corporate Purpose
Dividend
Legal Reserves
Minutes
Notice Period
Official Gazette
Quorum
Related Party
Signatory Powers
Special Resolution
Voting Rights
Clauses
Company Formation
Corporate Purpose
Registered Office
Share Capital
Share Classes
Share Transfer
Shareholder Rights
General Meetings
Voting Rights
Board Composition
Board Powers
Management Authority
Representation Rights
Signatory Powers
Financial Statements
Profit Distribution
Dividend Rights
Reserve Requirements
Statutory Auditors
Notice Requirements
Communication Methods
Quorum Requirements
Majority Requirements
Capital Increase
Capital Reduction
Share Certificates
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Authorized Capital
Conditional Capital
Contribution in Kind
Special Privileges
Corporate Governance
Board Committees
Conflict of Interest
Amendment Procedures
Dissolution
Liquidation
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Telecommunications

Consumer Goods

Industrial

Construction

Agriculture

Education

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Risk Management

Regulatory Affairs

Company Secretariat

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Head of Legal

Compliance Officer

Corporate Governance Officer

Legal Counsel

Company Secretary

Chief Financial Officer

Head of Corporate Affairs

Risk Manager

Board Chairman

Corporate Lawyer

Regulatory Affairs Manager

Industries
Swiss Code of Obligations (OR): Primary federal law governing company formation, corporate structures, and obligations. Articles 620-763 are particularly relevant for stock corporations (AG/SA), while Articles 772-827 govern limited liability companies (GmbH/Sàrl).
Swiss Civil Code (ZGB): Provides fundamental legal principles and regulations regarding legal entities, associations, and foundations that form the basis for corporate existence.
Federal Act on Commercial Register: Governs the registration requirements and procedures for companies, including mandatory information and documentation for company formation.
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for provisions regarding potential future corporate restructuring and transformation options that may need to be addressed in the articles.
Federal Act on Financial Market Infrastructures (FMIA): Important if the company will be publicly listed or dealing with securities, affecting certain provisions in the articles of association.
Commercial Register Ordinance: Detailed regulations regarding company registration, including specific requirements for articles of association and constitutional documents.
Federal Act on the Implementation of International AML Standards: Relevant for provisions regarding shareholder transparency and bearer shares restrictions.
Swiss Federal Tax Law: Important for structuring capital provisions and profit distribution mechanisms in the articles of association.
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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