The Memorandum of Association and Bye Laws is a mandatory document required for incorporating and operating a company in Switzerland. This comprehensive document combines both the constitutional foundation and operational framework of the company, establishing its legal existence and internal governance structure. Used during company formation and throughout its lifecycle, it must comply with Swiss corporate law, particularly the Swiss Code of Obligations. The document outlines essential elements such as company name, registered office, purpose, share capital structure, shareholder rights, and management framework. As a fundamental corporate document, it requires notarization and submission to the Commercial Registry Office, serving as the primary reference for corporate governance and decision-making processes.
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1. Preliminary: Company name, registered office, duration, and purpose of the company
2. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation
3. Share Capital and Shares: Details of authorized capital, share classes, rights, and transfer restrictions
4. Share Certificates: Provisions regarding issuance, form, and replacement of share certificates
5. General Meetings: Rules for convening and conducting shareholder meetings, voting rights, and procedures
6. Board of Directors: Composition, appointment, removal, powers, and duties of the board
7. Management: Delegation of management, executive officers, and their powers
8. Company Secretary: Appointment, duties, and powers of the company secretary
9. Auditors: Appointment, duties, and rights of statutory auditors
10. Accounts and Audit: Requirements for maintaining accounts, financial statements, and audit procedures
11. Notices: Methods and requirements for giving notices to shareholders and directors
12. Dissolution and Liquidation: Procedures for winding up the company and distributing assets
1. Preferred Shares: Detailed provisions for preferred shares if the company has multiple share classes
2. Electronic Communications: Provisions for electronic voting and virtual meetings, recommended for modern companies
3. Reserved Matters: List of decisions requiring special majority or specific approval procedures
4. Committees: Structure and powers of board committees, useful for larger companies
5. Share Buy-back: Procedures for company repurchase of shares, if contemplated
6. Tag-Along and Drag-Along Rights: Special share transfer provisions for private companies with multiple shareholders
7. Conflict of Interest: Detailed procedures for handling director and officer conflicts
8. Indemnification: Provisions for indemnifying directors and officers, recommended for larger companies
1. Initial Subscribers: Details of founding shareholders and their initial shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and rights
3. Form of Share Certificate: Template for share certificates
4. Board Resolution Ƶ: Standard forms for common board resolutions
5. Company Seal Specifications: Design and usage rules for company seal
6. Initial Directors and Officers: List of first directors and officers upon incorporation
7. Professional Advisors: List of company's initial auditors, legal counsel, and other advisors
8. Signing Authorities: Matrix of signing and authorization powers
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