Amended articles of association Template for Switzerland

Amended articles of association show the updated rules and structure of a Swiss company after making official changes to its original articles. Think of them as your company's revised constitution - they spell out everything from your business purpose to how decisions get made.

Under Swiss law, you need to file these amendments with the Commercial Register when making significant changes like moving your headquarters, adjusting share capital, or restructuring the board. The revised articles become legally binding only after registration and publication in the Swiss Official Gazette of Commerce (SOGC).

Your company needs Amended articles of association when making fundamental changes to how it operates. Common triggers include expanding into new business areas, changing your company name, moving to a different canton, or restructuring your share capital. Swiss law requires these amendments for major shifts in your governance structure or shareholder rights.

Filing amended articles helps protect your business interests by clearly documenting changes and making them legally binding. The Commercial Register needs these updates to maintain accurate public records, and banks or business partners often request them to verify your company's current status and authority structure.

• Basic amendments alter fundamental details like company name, registered office, or share capital structure - these need Commercial Register approval
• Governance amendments modify board composition, signing authorities, or decision-making processes to reflect new management structures
• Purpose amendments expand or change the company's business activities and objectives
• Share-related amendments adjust share classes, transfer restrictions, or voting rights
• Complete revisions combine multiple changes into a comprehensive update of the articles, often needed after major reorganizations

• Board of Directors: Proposes and approves amendments, ensuring changes align with company strategy and Swiss law
• Shareholders: Vote on proposed amendments during general meetings, as their rights and obligations are directly affected
• Corporate Lawyers: Draft and review amendments to ensure compliance with Swiss regulations and protect company interests
• Public Notaries: Authenticate the amended articles, a legal requirement in Switzerland for most significant changes
• Commercial Register: Reviews, approves, and officially records the amendments, making them legally binding
• Business Partners: Rely on amended articles to verify company authority and operational scope

• Current Articles: Gather your existing articles and identify all sections requiring updates
• Board Resolution: Document the board's formal decision approving the proposed changes
• Shareholder Approval: Schedule a general meeting and prepare voting documentation
• Legal Requirements: Check Swiss Commercial Register guidelines for specific amendment types
• Supporting Documents: Collect proof of capital changes, new address details, or updated business purposes
• Notarization Plan: Book a notary appointment, as most significant changes need public authentication
• Registration Forms: Prepare Commercial Register forms matching your amendments

• Company Details: Full legal name, registered office address, and duration of the company
• Purpose Statement: Clear description of updated business activities and objectives
• Share Capital: Amount, number, and categories of shares with their nominal values
• Governance Structure: Updated board composition, signing authorities, and management roles
• Shareholder Rights: Voting procedures, profit participation, and transfer restrictions
• General Meeting Rules: Convocation procedures, quorum requirements, and decision-making processes
• Amendment History: Reference to previous versions and dates of changes
• Dissolution Terms: Procedures for company liquidation and asset distribution

Amended articles of association often get confused with Model Articles of Association, but they serve distinct purposes in Swiss corporate law. While both documents outline company governance, their timing and application differ significantly.

• Timing and Purpose: Model articles serve as a starting template when first forming a company, while amended articles reflect changes made after establishment
• Legal Status: Model articles are standardized templates without legal force until customized and registered, whereas amended articles represent legally binding modifications to existing governance
• Flexibility: Model articles follow a more rigid, standardized format, while amended articles can be tailored to address specific operational changes
• Registration Requirements: Model articles need initial Commercial Register approval, but amended articles require both shareholder approval and new registration for each change