The Memorandum and Articles of Association/Incorporation is a mandatory legal document required for establishing any company in Switzerland. This foundational document must be prepared in accordance with the Swiss Code of Obligations (OR) and requires notarization before submission to the Commercial Register. It contains essential information about the company's structure, including its name, registered office, purpose, share capital, shareholder rights, and governance framework. The document serves as the company's constitution and provides the legal basis for all corporate actions and decisions. It must be drafted with careful consideration of both mandatory legal requirements and the specific needs of the business, as amendments typically require shareholder approval and re-registration with authorities.
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1. Company Name, Registered Office, and Duration: Legal company name, registered office location, and duration if not unlimited
2. Purpose: Company's business purpose and scope of activities
3. Share Capital and Shares: Amount of share capital, number and types of shares, nominal value
4. Share Certificates and Transfer of Shares: Form of shares (registered/bearer) and basic transfer provisions
5. Corporate Bodies: Overview of company organs (General Meeting, Board of Directors, Auditors)
6. General Meeting: Powers, convocation, voting rights, and decision-making procedures
7. Board of Directors: Composition, organization, duties, and decision-making procedures
8. Auditors: Provisions regarding statutory auditors or opting out of audit requirement
9. Annual Accounts and Profit Distribution: Financial year, accounting principles, profit allocation
10. Dissolution and Liquidation: Procedures for company dissolution and liquidation
11. Notices and Communications: Methods of communication with shareholders and publication requirements
1. Transfer Restrictions: Detailed provisions restricting share transfers, used when company wants to control ownership
2. Privileged Shares: Special share classes with different voting or dividend rights, if applicable
3. Contribution in Kind: Provisions regarding non-cash capital contributions, if applicable
4. Board Committees: Structure and powers of specific board committees, for larger organizations
5. Authorized Capital: Provisions for future capital increases, if desired
6. Conditional Capital: Provisions for convertible bonds or employee participation programs
7. Form of Organization: Detailed organizational regulations, for more complex corporate structures
8. Non-Compete Provisions: Restrictions on competitive activities, if desired
9. Arbitration Clause: Dispute resolution mechanisms, if preferred over ordinary courts
1. Share Capital History: Detailed record of capital changes and share issuances
2. Initial Subscribers: List of founding shareholders and their subscriptions
3. Contribution in Kind Inventory: Detailed list and valuation of non-cash contributions, if applicable
4. Organizational Regulations: Detailed internal regulations for corporate governance
5. Special Rights and Obligations: Detailed provisions of any special rights or obligations attached to shares
6. Signatures and Authentications: Official signatures and notarization documents
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