The Incorporation Agreement is the cornerstone document used when establishing a new company in Switzerland. It is required whenever two or more parties wish to form a company under Swiss law, whether as a corporation (AG) or limited liability company (GmbH). This legally binding document outlines the complete framework for the company's establishment, including capital structure, shareholder relationships, governance mechanisms, and operational procedures. The agreement must be executed in accordance with Swiss legal requirements, particularly the Swiss Code of Obligations, and requires notarization before registration with the Commercial Register. The Incorporation Agreement serves as evidence of the founders' intentions and commitments, establishing clear rights, obligations, and procedures for the company's formation and initial operation. It is particularly crucial for international investors and multi-stakeholder ventures seeking to establish a presence in Switzerland.
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1. Parties: Identification of all founding shareholders, including full legal names, addresses, and nationality
2. Background: Context of the incorporation and intention of the parties to establish the company
3. Definitions: Key terms used throughout the agreement
4. Formation of the Company: Declaration of incorporation, company name, legal form, and registered office
5. Purpose of the Company: Detailed description of the company's business purposes as will be registered
6. Share Capital and Shares: Details of share capital, number and types of shares, nominal value
7. Subscription of Shares: Allocation of shares among founding shareholders and payment obligations
8. Corporate Governance: Basic structure of corporate bodies (board of directors, management, auditors)
9. Shareholders' Meeting: Rules for conducting general meetings and decision-making processes
10. Board of Directors: Composition, appointment, and powers of the board
11. Representation and Management: Rules on company representation and management structure
12. Financial Statements and Dividends: Provisions regarding accounting, financial reporting, and profit distribution
13. Duration and Termination: Term of the agreement and conditions for termination
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
1. Share Transfer Restrictions: Include when shareholders want to restrict the transferability of shares beyond statutory requirements
2. Preemptive Rights: Include when shareholders want specific rights to maintain their proportional ownership
3. Tag-Along Rights: Include when minority shareholders should have the right to join in sale of majority stakes
4. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale
5. Non-Competition: Include when shareholders should be restricted from competing activities
6. Intellectual Property Rights: Include when company formation involves transfer of IP rights
7. Employment of Shareholders: Include when shareholders will be employed by the company
8. Financing Obligations: Include when shareholders have specific financing commitments beyond initial capital
9. Deadlock Resolution: Include when equal shareholdings create risk of decision-making deadlock
1. Articles of Association: Full text of the company's articles of association
2. Shareholders List: Detailed list of shareholders with their shareholdings and contact information
3. Share Certificates Specimens: Templates or specimens of share certificates to be issued
4. Initial Board Members: List of initial board members with their details and signing authorities
5. Business Plan: Initial business plan and financial projections
6. Contribution Schedule: Detailed schedule of shareholders' contributions (cash or in-kind)
7. Company Regulations: Internal regulations and organizational rules
8. Powers of Attorney: Forms of powers of attorney for company representation
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Education
Hospitality
Agriculture
Media and Entertainment
Telecommunications
Biotechnology
Consulting
Import/Export
Software Development
Research and Development
Relevant Teams
Legal
Corporate Governance
Compliance
Finance
Executive Leadership
Board of Directors
Corporate Secretariat
Investment
Business Development
Corporate Development
Shareholder Relations
Risk Management
Strategy
International Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Corporate Governance Officer
Compliance Officer
Board Member
Managing Director
Finance Director
Business Development Director
Investment Manager
Corporate Development Manager
Shareholder Relations Manager
General Counsel
Partner (Law Firm)
Notary Public
Commercial Register Officer
Corporate Advisory Manager
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