Articles of Association are required for the establishment of any corporation (AG) or limited liability company (GmbH) in Switzerland. This document serves as the company's constitutional charter and must comply with the Swiss Code of Obligations (OR). It is created during company formation and requires notarization before being submitted to the Commercial Register. The Articles of Association contain both mandatory elements (such as company name, purpose, share capital) and optional provisions (like transfer restrictions, authorized capital). They form the legal backbone of the company's existence and govern fundamental aspects of corporate life, from shareholder rights to profit distribution. Any subsequent modifications require shareholder approval and notarization, making this a living document that evolves with the company's needs while maintaining compliance with Swiss law.
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1. Company Name, Registered Office and Purpose: Specifies the company's name, legal seat (domicile), and corporate purpose
2. Share Capital and Shares: Details of the share capital structure, nominal value of shares, share categories, and share transfer restrictions
3. Corporate Bodies: Defines the company's governing bodies: General Meeting, Board of Directors, and Auditors
4. General Meeting: Powers, convocation, voting rights, and decision-making procedures of the shareholders' meeting
5. Board of Directors: Composition, organization, duties, and decision-making procedures of the board
6. Auditors: Provisions regarding the appointment and duties of auditors
7. Annual Accounts and Profit Distribution: Rules on financial statements, reserves, and dividend distribution
8. Dissolution and Liquidation: Procedures for company dissolution and liquidation
9. Notices and Communications: Methods of communication with shareholders and publication requirements
1. Contributions in Kind: Required only if company is formed with non-cash assets
2. Authorized Capital: Optional provision allowing board to increase share capital within certain limits
3. Conditional Capital: Required if company plans to issue convertible bonds or similar instruments
4. Share Transfer Restrictions: Detailed provisions if transfer of shares is to be restricted
5. Board Committees: Required if specific committees are to be established
6. Executive Management: Detailed provisions on management organization if desired
7. Related Party Transactions: Special provisions for dealing with conflicts of interest
8. Forum Selection: Optional jurisdiction and dispute resolution provisions
1. Share Capital History: Record of changes in share capital structure and previous capital increases
2. Contributions in Kind Schedule: Detailed description of any non-cash contributions, including valuations
3. Organizational Regulations Reference: Reference to separate organizational regulations if they exist
4. Signature Regulations: List of authorized signatories and signing powers if not in main document
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