The Memorandum and Articles of Incorporation serves as the constitutional document for Swiss corporations, required when establishing a new company or transforming an existing business entity into a corporation. This document is mandated by Swiss law and must comply with the requirements set forth in the Swiss Code of Obligations (Articles 620-763). It contains essential information about the company's structure, including share capital, shareholder rights, corporate governance, and operational procedures. The document must be notarized and filed with the Commercial Register to legally establish the company. It serves as a reference point for shareholders, directors, and other stakeholders throughout the company's lifecycle, governing fundamental aspects of corporate operations and decision-making processes. The Memorandum and Articles of Incorporation is particularly crucial during company formation, capital increases, structural changes, and when resolving corporate governance matters.
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1. Title and Preamble: Identifies the document and founding shareholders
2. Article 1 - Company Name, Registered Office and Duration: Specifies the company's name, legal seat, and duration (if limited)
3. Article 2 - Purpose: Defines the business purpose and activities of the company
4. Article 3 - Share Capital and Shares: Details the total share capital, number and types of shares, and their nominal value
5. Article 4 - Share Certificates and Transfer of Shares: Specifies the form of shares and their transfer conditions
6. Article 5 - Corporate Bodies: Lists the company's governing bodies (General Meeting, Board of Directors, Auditors)
7. Article 6 - General Meeting: Powers, convocation, voting rights, and decision-making procedures
8. Article 7 - Board of Directors: Composition, powers, organization, and decision-making procedures
9. Article 8 - Auditors: Appointment and duties of statutory auditors
10. Article 9 - Annual Accounts and Profit Distribution: Financial year, accounting principles, and profit allocation
11. Article 10 - Dissolution and Liquidation: Procedures for company dissolution and liquidation
12. Article 11 - Notices and Communications: Methods of official communication with shareholders
13. Concluding Provisions: Final declarations and signatures of founders
1. Authorized Capital: Include when the company wants to authorize the board to increase capital within certain limits
2. Conditional Capital: Include when planning to issue convertible bonds or employee stock options
3. Share Transfer Restrictions: Include for private companies wanting to control share ownership
4. Preferential Rights: Include when creating different share classes with special rights
5. Board Committees: Include for larger companies planning specialized committees
6. Contribution in Kind: Include when capital is paid through non-cash assets
7. Proxy Regulations: Include detailed rules for representation at general meetings
1. Schedule 1 - List of Founders: Details of founding shareholders including names, addresses, and shareholdings
2. Schedule 2 - Share Subscription Form: Formal declaration of share subscription by founders
3. Schedule 3 - Bank Confirmation: Proof of capital deposit in a Swiss bank account
4. Schedule 4 - Audit Waiver: Declaration of opting out of limited audit requirement (if applicable)
5. Schedule 5 - Contribution in Kind Report: Detailed description and valuation of non-cash contributions (if applicable)
6. Appendix A - Organization Regulations: Detailed rules for board and management organization
7. Appendix B - Share Certificate Specimen: Template of share certificates if physical certificates are issued
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