The Articles of Incorporation and Operating Agreement is a fundamental document required when establishing a new company in Switzerland or restructuring an existing one. This document serves dual purposes: it fulfills the legal requirements for company registration under Swiss law while also providing comprehensive operational guidelines for the company's management and governance. It must comply with the Swiss Code of Obligations and is typically prepared with the assistance of legal counsel and notarized before submission to the Commercial Register. The document includes essential information about the company's structure, share capital, shareholder rights, management organization, and decision-making processes. It's particularly crucial as it forms the legal basis for the company's existence and operations, requiring careful consideration of both regulatory compliance and practical business needs.
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1. Parties: Identification of the founding members/shareholders, including full legal names, addresses, and nationality
2. Background: Context of the company formation and purpose of the document
3. Definitions: Key terms used throughout the document
4. Company Name and Registered Office: Official company name, domain, and registered address in Switzerland
5. Purpose of the Company: Detailed description of business activities and objectives
6. Share Capital and Shares: Capital structure, share classes, nominal value, and payment requirements
7. Corporate Bodies: Structure and composition of corporate bodies (Board of Directors, Management, Auditors)
8. General Meeting: Rules for shareholder meetings, voting rights, and decision-making processes
9. Board of Directors: Composition, appointment, duties, and decision-making processes
10. Management: Executive management structure and delegation of authority
11. Representation and Signing Authority: Rules for company representation and signature requirements
12. Financial Year and Accounting: Financial year definition and accounting principles
13. Transfer of Shares: Rules and restrictions on share transfers
14. Termination and Liquidation: Procedures for company dissolution and liquidation
15. Notices and Communications: Methods and requirements for official communications
1. Preferred Shares Rights: Used when the company has multiple share classes with different rights
2. Tag-Along and Drag-Along Rights: Include for companies with multiple shareholders to facilitate future exits
3. Non-Competition and Non-Solicitation: Added when shareholders are actively involved in business operations
4. Intellectual Property Rights: Important for technology or innovation-focused companies
5. Dispute Resolution: Detailed procedures for handling internal disputes, including mediation and arbitration
6. Foreign Branch Offices: Include if the company plans international operations
7. Shareholders Agreement Integration: Reference to separate shareholders agreement if applicable
8. Digital Communication and Virtual Meetings: Modern provisions for electronic voting and virtual shareholder meetings
1. Schedule 1: Initial Shareholders and Share Distribution: Detailed list of shareholders and their initial shareholdings
2. Schedule 2: Board Members and Officers: Initial board composition and officer appointments
3. Schedule 3: Share Capital Payment Details: Specifics of capital contributions and payment schedules
4. Schedule 4: Specimen Signatures: Authorized signatures for company representation
5. Schedule 5: Business Plan: Initial business plan and strategy (if required)
6. Appendix A: Share Certificate Template: Template for share certificates
7. Appendix B: Company Regulations: Detailed internal regulations and procedures
8. Appendix C: Organizational Chart: Corporate structure and reporting lines
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