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A Constitution Document acts as the foundational charter for Swiss companies, setting out their core structure, purpose, and rules. It combines the articles of incorporation (Statuten/statuts) with essential details about share capital, shareholder rights, and how the company makes decisions. Think of it as your company's DNA in legal form.

Under Swiss law, this document must be notarized and filed with the commercial register. It spells out crucial elements like your company's name, registered office, and corporate objectives. When investors or business partners want to understand your company, the Constitution Document is their first stop - it's the go-to source for your organization's legal identity and operating principles.

You need a Constitution Document when starting any company in Switzerland, as it's a mandatory requirement for registration with the commercial register. It's also essential when making significant changes to your business structure, like increasing share capital, changing your company name, or updating board composition.

The Constitution Document becomes particularly valuable during funding rounds, mergers, or acquisitions. Investors and potential partners rely on it to understand your company's legal framework and decision-making processes. It also helps resolve internal disputes by providing clear rules about shareholder rights, voting procedures, and profit distribution. Many banks and business partners will request this document before entering into major contracts or financial arrangements.

• Basic Constitution Document: Sets up standard company structure with minimal customization - ideal for small businesses and startups
• Extended Constitution Document: Includes detailed provisions for complex shareholding structures and special voting rights - common in larger corporations
• Holding Company Constitution: Features specific clauses for investment management and subsidiary control
• Professional Services Constitution: Contains specialized provisions for regulated industries like law firms or medical practices
• Startup-Focused Constitution: Includes provisions for future funding rounds, employee stock options, and scalable governance structures

• Company Founders: Create and sign the initial Constitution Document when establishing their business, defining their vision and operational framework
• Board Members: Use it to guide corporate governance and ensure company decisions align with established rules
• Shareholders: Rely on it to understand their rights, voting powers, and profit-sharing arrangements
• Legal Counsel: Draft and review the document to ensure compliance with Swiss law and protect company interests
• Commercial Register Officials: Review and validate the document during company registration and subsequent modifications
• Business Partners: Reference it to understand company structure and authority levels before major transactions

• Basic Company Details: Gather your company name, planned registered office address, and intended business purpose
• Capital Structure: Determine share capital amount, number and types of shares, and their nominal value
• Governance Framework: Define board composition, signing authority, and decision-making processes
• Shareholder Rights: Plan voting rights, transfer restrictions, and profit distribution rules
• Documentation: Prepare identification documents for founders and proof of capital deposit
• Digital Solution: Use our platform to generate a legally compliant Constitution Document that includes all mandatory elements
• Notarization: Schedule an appointment with a Swiss notary for official authentication

• Company Identification: Legal name, registered office address, and duration of the company
• Business Purpose: Clear description of business activities and scope of operations
• Share Capital: Total amount, number of shares, classes of shares, and nominal value
• Corporate Bodies: Structure and powers of shareholders' meeting, board of directors, and auditors
• Voting Rights: Decision-making procedures and majority requirements
• Share Transfer Rules: Restrictions and procedures for transferring shares
• Profit Distribution: Rules for dividends and allocation of profits
• Dissolution Process: Procedures for company liquidation and asset distribution

People often confuse a Constitution Document with a Corporate Governance Document, but they serve distinct purposes in Swiss business law. While both deal with company management, their scope and legal weight differ significantly.

• Legal Status: A Constitution Document is legally mandatory and must be notarized, while a Corporate Governance Document is an internal policy framework that supplements it
• Modification Process: Changes to a Constitution Document require formal registration and notarization; governance documents can be updated through internal procedures
• Content Focus: Constitution Documents establish fundamental company structure and rights, while governance documents detail day-to-day operational procedures and best practices
• Binding Nature: Constitution Documents bind all shareholders and are enforceable by law; governance documents primarily guide management and board behavior