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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."
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
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
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
Business Day
Company
Commercial Register
Financial Year
General Meeting
Managing Directors
Nominal Value
Ordinary Resolution
Registered Office
Share Capital
Shareholders
Shareholders' Meeting
Shares
Special Resolution
Statutory Auditors
Swiss GAAP
Transfer
Voting Rights
Working Day
Business Purpose
Capital Contribution
Qualifying Majority
Reserved Matters
Signing Authority
Company Name
Registered Office
Business Purpose
Share Capital
Share Structure
Capital Contributions
Share Certificates
Share Transfer
Shareholders Register
Pre-emptive Rights
Transfer Restrictions
Shareholders' Meetings
Voting Rights
Quorum Requirements
Management Structure
Management Powers
Representation Rights
Signing Authority
Financial Statements
Profit Distribution
Statutory Reserves
Audit Requirements
Notice Requirements
Corporate Communications
Amendment Procedures
Dissolution
Liquidation
Jurisdiction
Governing Law
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
Legal
Corporate Secretariat
Compliance
Finance
Executive Management
Board of Directors
Corporate Governance
Risk Management
Business Development
Operations
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
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