The Articles of Organization for Limited Liability Company serve as the constitutional document for establishing a Swiss LLC (GmbH/S脿rl). This document is mandated by Swiss law and must comply with the requirements set forth in the Swiss Code of Obligations. It is used when entrepreneurs or investors wish to establish a limited liability company in Switzerland, providing protection of personal assets while maintaining a flexible business structure. The document contains essential information about the company's organization, including capital requirements (minimum CHF 20,000), shareholder rights, management structure, and operational procedures. It must be notarized and registered with the Swiss Commercial Register to be legally valid. The articles serve as the foundational document throughout the company's existence and can be amended as needed following specific legal procedures.
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1. Company Name and Registered Office: States the official company name and registered address in Switzerland
2. Purpose: Defines the business purposes and activities of the LLC
3. Share Capital: Specifies the total capital amount (minimum CHF 20,000) and division into shares
4. Capital Contributions: Details of how the capital is paid up and allocated among members
5. Corporate Bodies: Defines the company's organizational structure including managing officers and general assembly
6. General Assembly: Rules for conducting general meetings and decision-making processes
7. Management: Provisions regarding appointment, removal, and powers of managing officers
8. Representation: Rules about who can represent the company and signing authority
9. Membership and Share Transfer: Basic rules regarding membership and transfer of shares
10. Financial Year and Accounting: Defines the financial year and basic accounting principles
11. Notices and Communications: How official communications will be made to members
12. Dissolution and Liquidation: Basic provisions for company dissolution and liquidation process
1. Preemptive Rights: Detailed provisions for existing members' rights to purchase shares before they can be sold to third parties
2. Non-Competition: Restrictions on members' involvement in competing businesses
3. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares under same conditions
4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares
5. Detailed Voting Rights: Special provisions regarding voting rights and majorities for specific decisions
6. Dividend Policy: Specific rules about profit distribution and dividend payments
7. Advisory Board: Provisions for establishing and operating an advisory board if desired
8. Intellectual Property Rights: Special provisions regarding ownership and use of intellectual property
9. Dispute Resolution: Detailed procedures for handling internal disputes and choice of jurisdiction
1. Schedule 1: Initial Capital Contributions: Detailed list of founding members and their capital contributions
2. Schedule 2: Specimen Signatures: Authorized signatures of initial managing officers
3. Schedule 3: Internal Regulations: Detailed organizational regulations if not included in main document
4. Schedule 4: Share Certificate Template: Template for share certificates if physical certificates will be issued
5. Appendix A: Shareholders' Agreement: Separate agreement between shareholders detailing their relationships and obligations
6. Appendix B: Managing Officers' Regulations: Detailed rules governing the powers and duties of managing officers
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