The Deed of Association (Gründungsurkunde) is the primary founding document required for incorporating a company in Switzerland. This document is essential when establishing any type of corporation, particularly for stock corporations (AG) or limited liability companies (GmbH) under Swiss law. The deed must be executed in the presence of a notary public and includes crucial information such as the company's name, registered office, purpose, capital structure, and governance framework. It serves as the foundation for the company's legal existence and must comply with the requirements of the Swiss Code of Obligations. The document is filed with the Commercial Register along with supporting documentation such as bank confirmations of capital deposits and proof of appointment of corporate bodies.
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1. Founders: Identification and details of all founding members/shareholders, including full names, addresses, and nationalities
2. Declaration of Incorporation: Formal statement establishing the company under Swiss law
3. Company Name and Registered Office: Official company name, domicile, and registered address
4. Purpose of the Company: Detailed description of business activities and objectives
5. Share Capital: Amount of share capital, number and types of shares, nominal value
6. Contributions: Details of capital contributions, including form (cash or in-kind) and payment terms
7. Corporate Bodies: Structure and composition of mandatory corporate bodies (Board of Directors, General Meeting, Auditors)
8. Organization and Management: Basic rules for company management and representation
9. General Meeting: Rules for conducting shareholder meetings and voting rights
10. Financial Year and Annual Accounts: Definition of financial year and basic accounting principles
11. Notices and Communications: Methods of official communication with shareholders and third parties
1. Transfer Restrictions: Restrictions on share transfers and pre-emptive rights - used when founders want to maintain control over ownership
2. Non-Competition: Restrictions on competitive activities - included when protecting company interests from founder competition is important
3. Dividend Policy: Specific rules for profit distribution - used when deviating from standard statutory provisions
4. Additional Capital Contribution Obligations: Additional financial obligations of shareholders - included for companies needing flexible capital raising
5. Conflict Resolution: Specific dispute resolution procedures - recommended for companies with multiple shareholders
6. Tag-Along/Drag-Along Rights: Special share transfer provisions - useful for companies planning future investments or exits
7. Intellectual Property Rights: Special IP provisions - important for technology or brand-focused companies
1. Articles of Association: Detailed company statutes elaborating on the basic provisions in the deed
2. Organizational Regulations: Detailed rules about company management and delegation of authority
3. Subscription Form: Forms documenting share subscriptions by founding shareholders
4. Bank Confirmation: Proof of capital contribution deposits
5. In-kind Contribution Report: Detailed valuation and description of any non-cash contributions
6. Appointment Declarations: Written acceptances of appointed board members and auditors
7. Commercial Register Application: Forms and documents required for company registration
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