The Companies Memorandum of Association is a mandatory document required for incorporating any company in Switzerland. It serves as the constitutional foundation of the company and must comply with the Swiss Code of Obligations (OR). This document is typically prepared when establishing a new company or modifying an existing company's fundamental structure. It contains essential information about the company's identity, purpose, capital structure, and governance framework, including both mandatory elements required by Swiss law and optional provisions tailored to specific business needs. The document must be executed in authentic form before a Swiss notary public and subsequently registered with the Commercial Register. Its contents bind the company, its shareholders, and its corporate bodies, making it a crucial reference point for corporate governance and decision-making.
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1. Company Name, Seat and Purpose: Legal company name, registered office location (municipality), and corporate purpose
2. Share Capital and Shares: Amount and structure of share capital, number, class and nominal value of shares, and form of shares (registered/bearer)
3. Shareholders' Rights: Voting rights, dividend rights, and other fundamental shareholder rights
4. Corporate Bodies: Structure and basic rules for general meeting, board of directors, and statutory auditors
5. General Meeting: Rules for convening, conducting, and decision-making at shareholder meetings
6. Board of Directors: Composition, organization, duties, and decision-making processes
7. Auditors: Provisions regarding statutory auditors or opting out of audit requirement
8. Annual Accounts: Financial year, principles of accounting, and profit allocation
9. Notices and Communications: Methods of communication with shareholders and public notices
10. Dissolution and Liquidation: Basic rules for company dissolution and liquidation process
1. Transfer Restrictions: Restrictions on share transfers (particularly relevant for private companies)
2. Authorized Capital: Provisions for authorized capital increase, if desired
3. Conditional Capital: Provisions for conditional capital increase, typically for employee participation or convertible bonds
4. Contribution in Kind: Special provisions for non-cash capital contributions
5. Special Benefits: Any special advantages granted to founders or others
6. Board Committees: Rules for specific committees if the board plans to establish them
7. Managing Directors: Provisions for delegation of management if planned
8. Share Certificates: Detailed provisions about physical share certificates if used
9. Preferred Voting Shares: Special provisions for shares with preferential voting rights
10. Electronic Meetings: Provisions allowing virtual shareholder meetings or hybrid formats
1. Contribution in Kind Schedule: Detailed description of any non-cash assets being contributed as capital
2. Special Benefits Schedule: Detailed description of any special benefits granted to founders or other persons
3. Share Classes Schedule: Detailed description of different share classes and their rights if complex share structure exists
4. Board Regulations: Detailed organizational regulations for the board of directors, if referenced in articles
5. Subscription Form: Standard form for share subscription, if referenced in articles
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