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Memorandum Of Society

Memorandum Of Society Template for Switzerland

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Key Requirements PROMPT example:

Memorandum Of Society

"I need a basic Memorandum of Society for establishing a Swiss technology consulting firm with three founding shareholders, planned for incorporation in March 2025, with a share capital of 100,000 CHF and standard governance structures."

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Document background
The Memorandum of Society is a crucial document required for establishing any corporation (Aktiengesellschaft/AG) or limited liability company (GmbH) in Switzerland. It serves as the company's constitutional document and must comply with the Swiss Code of Obligations (OR), particularly Articles 626 and 627. This document is typically prepared when founding a new company or transforming an existing business structure. The Memorandum of Society must include mandatory provisions about the company's fundamentals, such as share capital, corporate governance, and business purpose, while also allowing for optional provisions tailored to specific business needs. It requires notarization and registration with the Swiss Commercial Register to be legally effective.
Suggested Sections

1. Company Name, Registered Office and Purpose: States the company name, registered office location, and detailed business purpose

2. Share Capital and Shares: Specifies the total share capital, number and types of shares, nominal value, and payment requirements

3. Corporate Bodies: Lists and defines the company's governing bodies (General Meeting, Board of Directors, Auditors)

4. General Meeting: Details powers, convocation, voting rights, and decision-making procedures

5. Board of Directors: Outlines composition, duties, powers, and organization of the board

6. Auditors: Specifies requirements for auditors and audit procedures

7. Annual Accounts: Defines financial year, accounting principles, and profit distribution

8. Notices and Communications: Establishes how official communications are made to shareholders

9. Dissolution and Liquidation: Sets out procedures for company dissolution and liquidation

Optional Sections

1. Transfer Restrictions: Used when the company wants to restrict share transfers or include pre-emptive rights

2. Privileged Voting Rights: Include when creating shares with different voting powers

3. Non-Competition Clause: Added when shareholders should be restricted from competing activities

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

5. Contribution in Kind: Required when capital contributions are made in non-monetary form

6. Special Privileges: Used when granting special rights to certain shareholders or founders

7. Electronic Meetings: Include to allow virtual general meetings and board meetings

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership

2. Initial Board Members: List of first board members with their details and signatures

3. Contributions in Kind: Detailed description and valuation of non-monetary contributions

4. Special Privileges Documentation: Details of any special rights or privileges granted

5. Founder Signatures: Notarized signatures of company founders

6. Bank Confirmation: Proof of capital deposit in a bank account

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
Clauses
Company Name and Registered Office
Corporate Purpose
Share Capital
Share Classes
Share Transfer
Corporate Bodies
Voting Rights
Decision Making
General Meetings
Board Composition
Board Powers
Representation Rights
Auditing
Financial Statements
Profit Distribution
Reserve Allocation
Communication Methods
Non-Competition
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Conflict Resolution
Arbitration
Amendment Procedures
Dissolution
Liquidation
Notices
Contribution in Kind
Special Privileges
Electronic Participation
Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Construction

Education

Hospitality

Energy

Transportation

Agriculture

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Corporate Affairs

Finance

Risk Management

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

General Counsel

Risk Manager

Business Development Director

Company Founder

Shareholder Relations Manager

Commercial Director

Industries
Swiss Code of Obligations (OR): The primary source of Swiss contract and company law, containing fundamental provisions for company formation, structure, and governance
Swiss Civil Code (ZGB): Contains general legal principles and provisions that complement the Code of Obligations in matters of legal personality and civil law
Federal Act on the Commercial Register (HRegV): Governs the registration procedures and requirements for companies in the Swiss Commercial Register
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for provisions regarding company restructuring and transformation possibilities
Federal Act on Private International Law (IPRG): Important for companies with international connections or foreign shareholders
Federal Act on Financial Market Infrastructures (FinfraG): Relevant if the company plans to issue publicly traded securities or engage in financial market activities
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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