The Memorandum of Society is a crucial document required for establishing any corporation (Aktiengesellschaft/AG) or limited liability company (GmbH) in Switzerland. It serves as the company's constitutional document and must comply with the Swiss Code of Obligations (OR), particularly Articles 626 and 627. This document is typically prepared when founding a new company or transforming an existing business structure. The Memorandum of Society must include mandatory provisions about the company's fundamentals, such as share capital, corporate governance, and business purpose, while also allowing for optional provisions tailored to specific business needs. It requires notarization and registration with the Swiss Commercial Register to be legally effective.
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1. Company Name, Registered Office and Purpose: States the company name, registered office location, and detailed business purpose
2. Share Capital and Shares: Specifies the total share capital, number and types of shares, nominal value, and payment requirements
3. Corporate Bodies: Lists and defines the company's governing bodies (General Meeting, Board of Directors, Auditors)
4. General Meeting: Details powers, convocation, voting rights, and decision-making procedures
5. Board of Directors: Outlines composition, duties, powers, and organization of the board
6. Auditors: Specifies requirements for auditors and audit procedures
7. Annual Accounts: Defines financial year, accounting principles, and profit distribution
8. Notices and Communications: Establishes how official communications are made to shareholders
9. Dissolution and Liquidation: Sets out procedures for company dissolution and liquidation
1. Transfer Restrictions: Used when the company wants to restrict share transfers or include pre-emptive rights
2. Privileged Voting Rights: Include when creating shares with different voting powers
3. Non-Competition Clause: Added when shareholders should be restricted from competing activities
4. Arbitration Clause: Include when disputes should be resolved through arbitration rather than courts
5. Contribution in Kind: Required when capital contributions are made in non-monetary form
6. Special Privileges: Used when granting special rights to certain shareholders or founders
7. Electronic Meetings: Include to allow virtual general meetings and board meetings
1. Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership
2. Initial Board Members: List of first board members with their details and signatures
3. Contributions in Kind: Detailed description and valuation of non-monetary contributions
4. Special Privileges Documentation: Details of any special rights or privileges granted
5. Founder Signatures: Notarized signatures of company founders
6. Bank Confirmation: Proof of capital deposit in a bank account
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