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Articles Of Organization For Limited Liability Company Template for Switzerland

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Key Requirements PROMPT example:

Articles Of Organization For Limited Liability Company

"I need Articles of Organization for a Limited Liability Company to be established in Zurich, Switzerland, as a single-member LLC with initial capital of 20,000 CHF, planned for registration in March 2025, focusing on IT consulting services."

Document background
The Articles of Organization for Limited Liability Company serve as the constitutional document for establishing a Swiss LLC (GmbH/Sàrl). This document is mandated by Swiss law and must comply with the requirements set forth in the Swiss Code of Obligations. It is used when entrepreneurs or investors wish to establish a limited liability company in Switzerland, providing protection of personal assets while maintaining a flexible business structure. The document contains essential information about the company's organization, including capital requirements (minimum CHF 20,000), shareholder rights, management structure, and operational procedures. It must be notarized and registered with the Swiss Commercial Register to be legally valid. The articles serve as the foundational document throughout the company's existence and can be amended as needed following specific legal procedures.
Suggested Sections

1. Company Name and Registered Office: States the official company name and registered address in Switzerland

2. Purpose: Defines the business purposes and activities of the LLC

3. Share Capital: Specifies the total capital amount (minimum CHF 20,000) and division into shares

4. Capital Contributions: Details of how the capital is paid up and allocated among members

5. Corporate Bodies: Defines the company's organizational structure including managing officers and general assembly

6. General Assembly: Rules for conducting general meetings and decision-making processes

7. Management: Provisions regarding appointment, removal, and powers of managing officers

8. Representation: Rules about who can represent the company and signing authority

9. Membership and Share Transfer: Basic rules regarding membership and transfer of shares

10. Financial Year and Accounting: Defines the financial year and basic accounting principles

11. Notices and Communications: How official communications will be made to members

12. Dissolution and Liquidation: Basic provisions for company dissolution and liquidation process

Optional Sections

1. Preemptive Rights: Detailed provisions for existing members' rights to purchase shares before they can be sold to third parties

2. Non-Competition: Restrictions on members' involvement in competing businesses

3. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares under same conditions

4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

5. Detailed Voting Rights: Special provisions regarding voting rights and majorities for specific decisions

6. Dividend Policy: Specific rules about profit distribution and dividend payments

7. Advisory Board: Provisions for establishing and operating an advisory board if desired

8. Intellectual Property Rights: Special provisions regarding ownership and use of intellectual property

9. Dispute Resolution: Detailed procedures for handling internal disputes and choice of jurisdiction

Suggested Schedules

1. Schedule 1: Initial Capital Contributions: Detailed list of founding members and their capital contributions

2. Schedule 2: Specimen Signatures: Authorized signatures of initial managing officers

3. Schedule 3: Internal Regulations: Detailed organizational regulations if not included in main document

4. Schedule 4: Share Certificate Template: Template for share certificates if physical certificates will be issued

5. Appendix A: Shareholders' Agreement: Separate agreement between shareholders detailing their relationships and obligations

6. Appendix B: Managing Officers' Regulations: Detailed rules governing the powers and duties of managing officers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Professional Services

Financial Services

Technology

Manufacturing

Retail

Real Estate

Construction

Healthcare

Hospitality

Consulting

E-commerce

Import/Export

Media and Entertainment

Education

Agriculture

Relevant Teams

Legal

Executive Leadership

Finance

Compliance

Corporate Governance

Administration

Risk Management

Operations

Company Secretariat

Business Development

Relevant Roles

CEO

Managing Director

Company Founder

Business Owner

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Board Member

Compliance Officer

Business Development Manager

Operations Director

General Counsel

Financial Controller

Risk Manager

Corporate Governance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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