Articles of Incorporation for LLC (GmbH/S脿rl) serve as the constitutional document for establishing a limited liability company in Switzerland. This document is required when entrepreneurs or investors wish to form a Swiss LLC, which requires a minimum capital of CHF 20,000 and at least one member. The Articles must be executed as a public deed before a Swiss notary and subsequently registered with the Commercial Register. They contain mandatory provisions required by Swiss law, including the company's name, registered office, purpose, capital structure, and governance framework. This document is crucial for business formation in Switzerland and must comply with the Swiss Code of Obligations (particularly Articles 772-827). It forms the legal foundation for the company's existence and operations, setting out shareholders' rights, management structure, and basic operational rules.
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1. Company Name, Registered Office and Duration: States the company's name, registered office location, and whether it has a limited or unlimited duration
2. Purpose: Defines the business purposes and activities of the company
3. Share Capital: Specifies the total share capital amount, number of shares, and nominal value of each share
4. Contributions: Details of how the share capital is paid up and any non-cash contributions
5. Corporate Bodies: Lists the governance bodies: General Meeting, Management, and Auditors (if applicable)
6. General Meeting: Powers, convocation, voting rights, and decision-making procedures of the general meeting
7. Management: Composition, appointment, powers, and responsibilities of management
8. Representation: Rules on who can represent the company and signing authority
9. Financial Year and Financial Statements: Defines the financial year and rules for preparing financial statements
10. Notices: How official communications to members will be made
1. Transfer Restrictions: Additional restrictions on the transfer of shares beyond statutory requirements - used when shareholders want more control over ownership changes
2. Non-Competition: Restrictions on competitive activities by members - included when there's a specific need to protect the company's interests
3. Dividend Policy: Specific rules for profit distribution - useful for companies with complex distribution preferences
4. Tag-Along Rights: Minority shareholder protection provisions - included when requested by investors
5. Drag-Along Rights: Majority shareholder exit rights - included when planning for potential future sales
6. Additional Capital Contributions: Rules for requesting additional capital from members - used when future capital needs are anticipated
7. Intellectual Property Rights: Specific provisions about IP ownership and usage - important for technology or creative companies
1. List of Founding Members: Details of initial members including names, addresses, and shareholdings
2. Description of Non-Cash Contributions: Detailed description and valuation of any assets contributed other than cash
3. Signing Authorities: Detailed list of authorized signatories and their signing powers
4. Branch Offices: List of any branch offices if the company has multiple locations
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