Create a bespoke document in minutes,聽or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Certificate of Incorporation
I need a Certificate of Incorporation for a new limited liability company in Switzerland, detailing the company's name, registered office address, purpose, share capital, and the names and addresses of the initial directors and shareholders. The document should comply with Swiss legal requirements and be in both English and German.
What is a Certificate of Incorporation?
A Certificate of Incorporation proves that your company legally exists in Switzerland. This official document, issued by the cantonal commercial registry, shows key details about your business including its name, registered address, founding date, and initial capital. Think of it as your company's birth certificate.
Swiss businesses need this certificate to open bank accounts, sign contracts, and prove their legal status to partners and authorities. The document remains valid as long as your company exists, though you'll need updated versions when significant changes occur, like moving to a new canton or changing your company name. In Swiss German regions, you might hear it called a "Handelsregisterauszug."
When should you use a Certificate of Incorporation?
Your Swiss Certificate of Incorporation becomes essential when dealing with banks, government agencies, and business partners. Banks require it to open corporate accounts, while potential clients or investors often ask for it during due diligence. You'll need to present it when bidding on public contracts or applying for permits.
Keep a certified copy handy for time-sensitive situations like loan applications, lease agreements, or mergers. Many cantonal authorities now accept digital versions, but some traditional institutions still require the original or a notarized copy. For international business, you might need an apostille or certified translation of your certificate.
What are the different types of Certificate of Incorporation?
- Company Registration Certificate: Standard version issued to corporations (AG) and limited liability companies (GmbH), showing full corporate structure, share capital, and board members. Most widely recognized by banks and authorities.
- Certificate Of Incorporation For Sole Proprietorship: Simplified version for individual entrepreneurs (Einzelunternehmen), focusing on the owner's details and business purpose. Required for sole traders with annual revenue over CHF 100,000.
Who should typically use a Certificate of Incorporation?
- Commercial Registry Officers: Issue and authenticate the Certificate of Incorporation after verifying company details and legal requirements are met.
- Company Founders: Provide required documentation and use the certificate to prove their company's legal existence when dealing with banks, partners, or authorities.
- Notaries: Verify signatures, certify copies, and prepare supporting documentation for the registration process.
- Banks and Financial Institutions: Request and verify certificates before opening business accounts or providing financial services.
- Business Partners: Review certificates during due diligence to confirm a company's legal status and authority to enter contracts.
How do you write a Certificate of Incorporation?
- Company Details: Gather your chosen company name, legal form (AG, GmbH, etc.), registered address, and planned start date.
- Capital Information: Document your share capital amount, number of shares, and their nominal value.
- Leadership Structure: List all board members, directors, and authorized signatories with their full legal names and residential addresses.
- Business Purpose: Write a clear description of your company's planned activities in one of Switzerland's official languages.
- Supporting Documents: Prepare articles of association, proof of capital deposit, and personal identification for all founders.
What should be included in a Certificate of Incorporation?
- Company Identification: Full legal name, unique registration number (UID), and registered office address in Switzerland.
- Legal Form Declaration: Clear statement of company type (AG, GmbH, etc.) and incorporation date.
- Capital Structure: Details of share capital, including amount paid-in and number of shares issued.
- Management Details: Names and signing authorities of board members and directors.
- Official Validation: Commercial registry stamp, date of issuance, and registrar's signature.
- Authentication Features: Extract number, QR code for digital verification, and official watermarks where applicable.
What's the difference between a Certificate of Incorporation and an Articles of Incorporation?
The Certificate of Incorporation often gets confused with the Articles of Incorporation in Swiss business formation. While both are crucial documents, they serve different purposes and come into play at different stages of your company's life.
- Timing and Creation: Articles of Incorporation come first - you draft them when forming your company. The Certificate follows after, confirming your company's official registration.
- Legal Function: Articles outline your company's internal rules and structure, while the Certificate proves your company's legal existence to third parties.
- Content Scope: Articles contain detailed governance rules, shareholder rights, and business purposes. The Certificate provides a snapshot of key company details like name, address, and capital.
- Modification Process: Articles can be amended through shareholder voting, while the Certificate updates automatically when you register changes with the commercial registry.
Download our whitepaper on the future of AI in Legal
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.