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Deed Of Association

Deed Of Association Template for Switzerland

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Key Requirements PROMPT example:

Deed Of Association

"I need a Deed of Association for a Swiss technology startup with two co-founders, initial share capital of 100,000 CHF, to be incorporated in March 2025, with standard share transfer restrictions and basic governance structure."

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Document background
The Deed of Association (Gründungsurkunde) is the primary founding document required for incorporating a company in Switzerland. This document is essential when establishing any type of corporation, particularly for stock corporations (AG) or limited liability companies (GmbH) under Swiss law. The deed must be executed in the presence of a notary public and includes crucial information such as the company's name, registered office, purpose, capital structure, and governance framework. It serves as the foundation for the company's legal existence and must comply with the requirements of the Swiss Code of Obligations. The document is filed with the Commercial Register along with supporting documentation such as bank confirmations of capital deposits and proof of appointment of corporate bodies.
Suggested Sections

1. Founders: Identification and details of all founding members/shareholders, including full names, addresses, and nationalities

2. Declaration of Incorporation: Formal statement establishing the company under Swiss law

3. Company Name and Registered Office: Official company name, domicile, and registered address

4. Purpose of the Company: Detailed description of business activities and objectives

5. Share Capital: Amount of share capital, number and types of shares, nominal value

6. Contributions: Details of capital contributions, including form (cash or in-kind) and payment terms

7. Corporate Bodies: Structure and composition of mandatory corporate bodies (Board of Directors, General Meeting, Auditors)

8. Organization and Management: Basic rules for company management and representation

9. General Meeting: Rules for conducting shareholder meetings and voting rights

10. Financial Year and Annual Accounts: Definition of financial year and basic accounting principles

11. Notices and Communications: Methods of official communication with shareholders and third parties

Optional Sections

1. Transfer Restrictions: Restrictions on share transfers and pre-emptive rights - used when founders want to maintain control over ownership

2. Non-Competition: Restrictions on competitive activities - included when protecting company interests from founder competition is important

3. Dividend Policy: Specific rules for profit distribution - used when deviating from standard statutory provisions

4. Additional Capital Contribution Obligations: Additional financial obligations of shareholders - included for companies needing flexible capital raising

5. Conflict Resolution: Specific dispute resolution procedures - recommended for companies with multiple shareholders

6. Tag-Along/Drag-Along Rights: Special share transfer provisions - useful for companies planning future investments or exits

7. Intellectual Property Rights: Special IP provisions - important for technology or brand-focused companies

Suggested Schedules

1. Articles of Association: Detailed company statutes elaborating on the basic provisions in the deed

2. Organizational Regulations: Detailed rules about company management and delegation of authority

3. Subscription Form: Forms documenting share subscriptions by founding shareholders

4. Bank Confirmation: Proof of capital contribution deposits

5. In-kind Contribution Report: Detailed valuation and description of any non-cash contributions

6. Appointment Declarations: Written acceptances of appointed board members and auditors

7. Commercial Register Application: Forms and documents required for company registration

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
Clauses
Company Formation
Company Name and Registered Office
Company Purpose
Share Capital
Share Structure
Capital Contributions
Share Certificates
Share Transfer Restrictions
Shareholders' Rights
General Meeting
Voting Rights
Board Composition
Management Powers
Representation Rights
Financial Statements
Profit Distribution
Statutory Reserves
Notices and Communications
Amendment Provisions
Dissolution
Jurisdiction
Governing Law
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Arbitration
Audit Requirements
Corporate Bodies
Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Construction

Education

Hospitality

Energy

Transportation

Media and Entertainment

Agriculture

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Executive Leadership

Board of Directors

Corporate Secretariat

Business Development

Administrative

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Corporate Governance Officer

Managing Director

Board Member

Company Director

Legal Counsel

Corporate Lawyer

Finance Director

Business Development Director

Risk Manager

Industries
Swiss Code of Obligations (OR): Primary legislation governing company formation, structure, and operations in Switzerland. Articles 620-763 are particularly relevant for stock corporations (AG) and Articles 772-827 for limited liability companies (GmbH).
Commercial Register Ordinance (HRegV): Regulations governing the registration of companies in the Swiss Commercial Register, including specific requirements for the deed of association and supporting documents.
Federal Constitution of Switzerland: Articles 27 and 94-96 regarding economic freedom and economic order, which provide the constitutional framework for company formation and operation.
Federal Act on Direct Federal Taxation (DBG): Relevant provisions regarding company taxation and capital contribution requirements that may affect initial company setup.
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (FusG): While primarily focused on corporate restructuring, contains relevant provisions that might affect initial structure choices in the deed of association.
Federal Act on the Prevention of Money Laundering (AMLA): Relevant for verification of founding shareholders' identities and source of initial capital.
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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