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Model Articles of Association are standardized templates created by Swiss authorities to help new companies set up their basic rules and structure. They outline essential aspects like shareholder rights, board responsibilities, and decision-making processes - saving time and reducing legal costs for business founders.

Swiss companies can adopt these models as-is or customize them to fit specific needs while staying compliant with the Code of Obligations. These templates are particularly useful for small and medium enterprises, ensuring they cover all legally required elements without overlooking critical governance aspects.

Model Articles of Association become essential when launching a new company in Switzerland, especially if you need to move quickly or keep initial legal costs down. They're particularly valuable for straightforward business structures like small GmbHs (limited liability companies) or standard AGs (corporations) that don't require complex governance arrangements.

These templates prove most useful during time-sensitive company formations, when working with limited startup capital, or if you're establishing multiple similar entities. Many Swiss entrepreneurs use them as a starting point, then adapt specific sections as their business grows or their governance needs become more sophisticated.

• Basic Model Articles for GmbH (Swiss LLC): Standard template for small to medium businesses, focusing on simple governance and shareholder structures
• AG Model Articles (Corporation): More complex version suited for larger companies, with detailed provisions for board operations and share classes
• Startup-Optimized Articles: Specifically adapted for growth companies, including provisions for future investment rounds and employee participation
• Non-Profit Association Articles: Tailored for charitable organizations, emphasizing purpose-driven governance and membership rules
• Professional Services Articles: Designed for regulated professions like law or medical practices, with specific partnership and liability provisions

• Company Founders: Often start with Model Articles of Association when registering their new business, adapting them to fit their vision and needs
• Business Lawyers: Review and customize the templates to ensure legal compliance while protecting client interests
• Board Members: Must understand and follow these articles when making company decisions and exercising their duties
• Shareholders: Their rights, obligations, and voting procedures are defined by these articles
• Commercial Registry Officials: Review and approve articles during company registration, ensuring they meet Swiss legal requirements

• Basic Company Details: Gather company name, registered address, purpose, and planned share capital structure
• Governance Structure: Decide on board composition, voting rights, and decision-making processes
• Shareholder Information: Document all initial shareholders and their respective ownership percentages
• Business Requirements: List any specific provisions needed for your industry or business model
• Template Selection: Choose the appropriate Swiss Model Articles template based on your company type (GmbH/AG)
• Internal Review: Carefully check all details align with your business plan and stakeholder agreements

• Company Identification: Legal name, registered office address, and corporate purpose
• Share Capital Structure: Total capital amount, number and types of shares, nominal value per share
• Shareholder Rights: Voting procedures, profit participation, transfer restrictions
• Corporate Bodies: General assembly powers, board composition, management delegation rules
• Financial Provisions: Business year definition, profit distribution rules, reserve requirements
• Dissolution Rules: Procedures for company liquidation and asset distribution
• Notices Section: Official communication methods and publication requirements

Model Articles of Association differ significantly from the Memorandum of Association in both scope and function within Swiss corporate law. While both documents are foundational to company formation, they serve distinct purposes.

• Purpose and Content: Model Articles focus on internal governance rules, shareholder rights, and operational procedures. The Memorandum primarily defines the company's relationship with external parties and states basic company information.
• Timing of Use: Articles can be modified throughout a company's lifecycle as needs change. The Memorandum typically remains static after initial registration.
• Legal Requirements: Swiss law mandates specific content in Articles of Association for different company types. The Memorandum has fewer strict requirements and simpler formatting rules.
• Modification Process: Changes to Articles require shareholder approval and commercial registry filing. Memorandum modifications are rare and usually only happen during major corporate restructuring.