Articles of Incorporation (Statuten/Statuts) are mandatory founding documents required for establishing a company in Switzerland. This document type is fundamental when incorporating either a corporation (AG/SA) or a limited liability company (GmbH/S脿rl), setting forth the essential framework for the company's existence and operation. The Articles must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and require notarization before submission to the Commercial Register. They contain crucial information about the company's identity, purpose, capital structure, shareholder rights, and governance mechanisms. These Articles of Incorporation serve as the primary reference point for shareholders, directors, and other stakeholders regarding the company's fundamental rules and organization, and any subsequent modifications must follow strict legal procedures and be properly registered.
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1. Company Name, Registered Office and Purpose: Legal company name, registered office location, and detailed description of business purpose
2. Share Capital and Shares: Amount of share capital, number and types of shares, nominal value, and share transfer restrictions if any
3. Corporate Bodies: Structure and powers of the General Meeting of Shareholders, Board of Directors, and Auditors
4. General Meeting: Rules for conducting shareholder meetings, voting rights, and decision-making procedures
5. Board of Directors: Composition, election, term of office, organization, and duties of the board
6. Auditors: Provisions regarding the appointment and duties of statutory auditors
7. Financial Year and Financial Statements: Definition of financial year and rules for preparing financial statements
8. Notices and Communications: Methods of official communication with shareholders and publication requirements
1. Authorized Capital: Include when the company wants flexibility to increase capital within a 2-year period without additional shareholder approval
2. Conditional Capital: Include when planning to issue convertible bonds or employee stock options
3. Contribution in Kind: Required when assets rather than cash are used for share capital contribution
4. Special Privileges: Include when specific shareholders or founders receive special rights or benefits
5. Transfer Restrictions: Detailed provisions if the company wants to restrict share transfers beyond statutory requirements
6. Multiple Share Classes: Include when creating different classes of shares with varying rights
7. Electronic Meetings: Provisions for virtual shareholder meetings and electronic voting
8. Board Committees: Include when establishing specific committees within the board of directors
1. Appendix 1 - Contributions in Kind: Detailed list and valuation of non-cash contributions if applicable
2. Appendix 2 - Special Privileges: Detailed description of any special rights or benefits granted
3. Appendix 3 - Subscription Form: Template for share subscription declarations
4. Appendix 4 - Organizational Regulations: Detailed internal regulations for the board of directors and management
5. Appendix 5 - Share Certificate Template: Template for physical share certificates if issued
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