The Memorandum and Articles of Association serves as the primary constitutional document for companies incorporated in Switzerland. This document is mandatory for company formation and must be prepared in accordance with the Swiss Code of Obligations and recent corporate law reforms effective from 2023. It contains essential information about the company's structure, including its name, registered office, purpose, capital structure, and governance framework. The document is typically prepared during the company formation process and requires notarization before registration with the Swiss Commercial Register. It serves as a reference point for shareholders, directors, and other stakeholders regarding their rights, obligations, and the company's operational framework. The Memorandum and Articles of Association must be updated when significant changes occur in the company's structure or operations, requiring shareholder approval and registration of amendments.
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1. Company Name, Registered Office, and Purpose: Establishes the company's legal name, registered office location, and primary business purpose
2. Share Capital and Shares: Details of the company's share capital structure, types of shares, nominal value, and share transfer restrictions
3. Corporate Bodies: Defines the company's organizational structure including General Meeting, Board of Directors, and Auditors
4. General Meeting: Rules for convening and conducting shareholder meetings, voting rights, and decision-making processes
5. Board of Directors: Composition, appointment, duties, and powers of the board of directors
6. External Auditors: Provisions regarding the appointment and duties of external auditors
7. Annual Accounts and Profit Distribution: Rules for financial reporting, allocation of profits, and dividend distribution
8. Dissolution and Liquidation: Procedures for company dissolution and liquidation
9. Notices and Communications: Methods for official communications with shareholders and public notices
1. Preferred Shares: Include when the company has multiple share classes with different rights and privileges
2. Board Committees: Include when establishing specific committees (e.g., audit, compensation) within the board structure
3. Transfer Restrictions: Detailed provisions for share transfer limitations, particularly relevant for private companies
4. Authorized Capital: Include when the company wants flexibility to increase capital within a defined period
5. Conditional Capital: Include when planning employee participation programs or convertible bonds
6. Representation and Signatures: Detailed rules about who can represent the company and signature requirements
7. Non-Competition: Include when restricting shareholders or directors from competing activities
8. Arbitration Clause: Include when preferring dispute resolution through arbitration rather than courts
1. Founder Details: Information about company founders including names, addresses, and initial share subscriptions
2. Capital Contribution Schedule: Detailed breakdown of initial capital contributions and share allocations
3. Organization Regulations: Detailed rules governing the board of directors and executive management
4. Share Certificate Specimen: Template for share certificates if physical shares are issued
5. Initial Board Members: List of initial board members and their signing authorities
6. Audit Report for Non-Cash Contributions: Required when capital includes non-cash contributions
7. Special Benefits Documentation: Details of any special benefits granted to founders or other parties
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