Articles of Association Template for Switzerland

Articles of Association form the core rulebook of a Swiss company, spelling out how it runs day-to-day operations, makes decisions, and handles key business matters. They cover essential details like the company's name, purpose, share structure, and how the board of directors works.

Under Swiss law, every corporation (AG) and limited liability company (GmbH) must have these articles registered with the commercial register. They're legally binding and shape everything from shareholder rights to profit distribution. Companies can update their articles through shareholder votes when business needs change, making them living documents that evolve with the organization.

You need Articles of Association when starting any Swiss corporation (AG) or limited liability company (GmbH) - it's a legal requirement for registration. This document becomes especially important during major company changes like adding new shareholders, changing the board structure, or modifying your business purpose.

Swiss companies often update their Articles of Association when expanding into new markets, restructuring operations, or adjusting share capital. Having clear, well-drafted articles helps prevent internal disputes, streamlines decision-making processes, and provides certainty for investors and business partners. They're also crucial when seeking financing or preparing for a merger or acquisition.

• Company Articles Of Association: Standard version for commercial enterprises, covering basic corporate structure and governance rules
• Articles Of Association And Shareholders Agreement: Enhanced version including detailed shareholder rights and relationships
• Articles Of Association For Nonprofit Organization: Tailored for non-profit entities, focusing on charitable purposes and membership structure
• Articles Of Incorporation Of The Association: Specific format for associations (Verein), emphasizing member rights and organizational objectives

• Founders and Initial Shareholders: Create and approve the original Articles of Association when establishing the company
• Board of Directors: Ensures compliance with the articles and proposes amendments when needed
• Company Secretary: Maintains and updates the articles, handles filing with commercial registry
• Legal Counsel: Drafts and reviews articles to ensure Swiss law compliance and protect company interests
• Shareholders: Vote on any changes to the articles and must follow their provisions
• Commercial Registry: Reviews and registers the articles, making them publicly accessible

• Company Details: Gather your company name, purpose, registered office address, and planned share capital structure
• Governance Structure: Decide on board composition, voting rights, and decision-making processes
• Shareholder Rights: Define share classes, transfer restrictions, and profit distribution rules
• Legal Requirements: Check current Swiss Code of Obligations for mandatory provisions
• Document Generation: Use our platform to create legally compliant articles with all required elements
• Registry Preparation: Prepare certified translations if needed and arrange notarization
• Final Review: Verify all details match your commercial registry application forms

• Company Name and Domicile: Official company name and registered address in Switzerland
• Corporate Purpose: Clear description of business activities and objectives
• Share Capital Structure: Total capital amount, number and types of shares, nominal value
• Corporate Bodies: Composition and powers of shareholders' meeting and board of directors
• Voting Rights: Rules for shareholder participation and decision-making processes
• Transfer Restrictions: Conditions for transferring shares to new owners
• Financial Provisions: Rules on profit distribution, reserves, and financial reporting
• Dissolution Rules: Procedures for company liquidation and asset distribution

Articles of Association differ significantly from Articles of Incorporation in Swiss corporate law, though they're often confused. While Articles of Incorporation establish a company's existence and basic identity with authorities, Articles of Association provide the detailed internal rules for running the company.

• Legal Status: Articles of Incorporation are filed first to create the legal entity, while Articles of Association govern its ongoing operations
• Content Scope: Articles of Incorporation contain minimal required information for registration, whereas Articles of Association include comprehensive operational rules
• Modification Process: Changes to Articles of Association can be made through shareholder votes, while Articles of Incorporation changes require more formal procedures and registry updates
• Audience Focus: Articles of Incorporation primarily address regulatory requirements, while Articles of Association serve internal stakeholders and business partners