The Constitution Memorandum And Articles Of Association is a fundamental legal document required for establishing a company in Switzerland. It is used during the company formation process and serves as the primary governing document throughout the company's existence. The document must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and requires notarization before submission to the Commercial Register. It contains essential information about the company's structure, including share capital, corporate governance, shareholder rights, and operational procedures. This document is particularly important as it defines the relationship between shareholders, sets out the powers of the board of directors, and establishes the framework for corporate decision-making. Any subsequent modifications require shareholder approval and must be registered with the Commercial Register.
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1. Company Name, Registered Office, and Purpose: Defines the company name, legal seat (registered office location), and comprehensive description of business purpose as required by Swiss law
2. Share Capital and Shares: Details of the company's share capital structure, nominal value of shares, share categories, and share transfer restrictions
3. Corporate Bodies: Introduction to the company's governing bodies: General Meeting, Board of Directors, and Statutory Auditors
4. General Meeting: Powers, convocation rules, voting rights, quorum requirements, and decision-making procedures for shareholder meetings
5. Board of Directors: Composition, election, organization, duties, decision-making processes, and signatory rights
6. Statutory Auditors: Provisions regarding the appointment, duties, and requirements for auditors
7. Annual Accounts and Profit Distribution: Rules for financial statements, allocation of profits, and formation of reserves
8. Dissolution and Liquidation: Procedures and requirements for company dissolution and liquidation
9. Notices and Communications: Methods and requirements 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. Transfer Restrictions: Detailed provisions for share transfer limitations, particularly relevant for private companies
3. Authorized Capital: Include when the company wants flexibility to increase capital within a defined period
4. Conditional Capital: Required when implementing employee participation programs or convertible debt instruments
5. Board Committees: Include when establishing specific committees (audit, compensation, etc.) within the board structure
6. Opting Out/Up Provisions: Special provisions regarding mandatory takeover offers for listed companies
7. Contribution in Kind: Required when capital is paid through non-cash assets
8. Special Privileges: Include when granting specific rights to founders or other parties
1. Share Capital Details: Detailed breakdown of initial share subscriptions and shareholders
2. Non-Cash Contribution Schedule: Detailed description and valuation of any assets contributed in kind
3. Special Privileges Documentation: Details of any special rights or benefits granted to specific parties
4. Board Regulations: Detailed internal regulations for the Board of Directors
5. Organizational Regulations: Internal organization rules and delegation of management
6. Founder Documents: Documentation related to company formation and founder decisions
7. Statutory Auditor Confirmation: Formal confirmation from appointed auditors
8. Capital Increase Report: Required for authorized or conditional capital increases
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