Memorandum Of Association For Private Limited Company Template for Switzerland

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Key Requirements PROMPT example:

Memorandum Of Association For Private Limited Company

"I need a Memorandum of Association for a Private Limited Company in Switzerland for a tech startup with three founding shareholders, including specific provisions for future funding rounds and share transfer restrictions, to be registered by March 2025."

Document background
The Memorandum of Association For Private Limited Company is a crucial document required for establishing a GmbH/SARL/Srl under Swiss law. It serves as the founding document that defines the company's legal existence and its basic operational framework. This document is mandatory under Articles 772-827 of the Swiss Code of Obligations and must be notarized to be legally valid. It contains essential information about the company's structure, including share capital (minimum CHF 20,000), shareholder details, management organization, and corporate governance rules. The document is used during the initial company registration process and continues to serve as the primary constitutional document throughout the company's lifetime, governing relationships between shareholders and establishing the framework for corporate decision-making. Any subsequent modifications must follow strict legal procedures and be registered with the Commercial Register.
Suggested Sections

1. Company Name, Registered Office and Purpose: States the company name, registered address, and detailed business purpose as required by Art. 776 CO

2. Share Capital and Contributions: Specifies the total share capital amount, number and nominal value of shares, and details of contributions

3. Corporate Bodies: Defines the governing bodies of the company: shareholders' meeting, management, and auditors (if applicable)

4. Shareholders' Meeting: Details the powers, convocation, voting rights, and decision-making processes of the shareholders' meeting

5. Management: Specifies management structure, appointment process, powers, and responsibilities

6. Representation: Defines how the company is represented externally and signature rights

7. Annual Financial Statements: Provisions regarding financial year, preparation of financial statements, and profit allocation

8. Share Transfer Restrictions: Rules governing the transfer of shares and related approval requirements

9. Termination and Liquidation: Provisions for company dissolution and liquidation procedures

Optional Sections

1. Non-Competition Clause: Include when shareholders or managers should be restricted from competing activities

2. Tag-Along Rights: Include when minority shareholders should have the right to join in sale of majority stakes

3. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in company sale

4. Dividend Policy: Include when specific dividend distribution rules are desired beyond statutory provisions

5. Additional Contributions and Accessory Obligations: Include when shareholders may be required to make additional contributions or perform specific obligations

6. Arbitration Clause: Include when disputes should be resolved through arbitration rather than ordinary courts

Suggested Schedules

1. List of Founding Shareholders: Details of all founding shareholders including names, addresses, and share subscriptions

2. Capital Contribution Confirmation: Bank confirmation of capital deposits or auditor's report on contributions in kind

3. Articles of Incorporation: Official notarized version of the articles in the required language(s)

4. Management Regulations: Detailed internal regulations for management if not included in main document

5. Specimen Signatures: Certified specimen signatures of authorized signatories

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

Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Education

Construction

Hospitality

Consulting

Information Technology

Media and Entertainment

Transportation and Logistics

Energy and Utilities

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Executive Management

Board of Directors

Corporate Governance

Risk Management

Business Development

Operations

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Managing Director

Board Member

Corporate Governance Officer

Business Development Manager

Finance Director

Operations Director

Investment Manager

Risk Manager

Company Founder

Entrepreneur

Corporate Administrator

Industries
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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