Articles of Association For Company Limited by Guarantee are essential founding documents for organizations in Switzerland that operate without share capital, where members instead provide guarantees limited to a predetermined amount. This structure is particularly common among non-profit organizations, professional associations, and educational institutions. The document must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and requires registration with the Commercial Registry. It establishes the organization's legal identity, defines its purpose, governance structure, and sets out the rights and obligations of members, including their guarantee commitments. The document serves as the constitutional framework for the organization's operations and is crucial for entities seeking to operate with limited liability while maintaining a membership-based structure rather than shareholding.
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1. Name, Registered Office, and Purpose: Company name, registered office location, and detailed statement of business purpose
2. Guarantee Structure: Details of the guarantee amount and members' liability limitations
3. Membership: Qualifications, admission procedures, rights and obligations of members
4. General Meeting: Rules for conducting general meetings, voting rights, and decision-making processes
5. Board of Directors: Composition, appointment, powers, and duties of the board
6. Executive Management: Structure and powers of executive management
7. External Auditors: Appointment and duties of external auditors if required
8. Financial Year and Accounting: Financial year definition and accounting principles
9. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
10. Notices and Communications: Methods of official communication with members and authorities
1. Special Rights and Obligations: Additional rights or obligations for specific member categories, used when the company has different membership classes
2. Committees: Structure and powers of specialized committees, included when the company requires specific governance bodies
3. Conflict Resolution: Detailed dispute resolution procedures, recommended for larger organizations
4. Branch Establishments: Provisions for establishing branches, included when company plans geographic expansion
5. Electronic Meetings: Provisions for virtual general meetings and board meetings, recommended for modern organizations
6. Intellectual Property: IP rights management, important for companies with significant intellectual property
7. Non-Profit Provisions: Special provisions if operating as a non-profit entity
1. Initial Members: List of founding members and their guarantee commitments
2. Initial Board Members: Details of first appointed board members and their terms
3. Membership Categories: Detailed description of different membership categories if applicable
4. Signing Authority Rules: Detailed signing and representation rules
5. Internal Regulations: Detailed operational procedures and policies
6. Form of Guarantee Agreement: Template for member guarantee commitments
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