Corporate Charter Template for Switzerland

A Corporate Charter acts as your company's birth certificate under Swiss law, officially bringing your business into existence. This foundational document, also called "Statuten" in German or "Statuts" in French, spells out your company's essential details like its name, location, purpose, and share structure.

Swiss companies must file their Charter with the Commercial Register before they can legally operate. The document sets key rules about how your business runs - from shareholder rights to board responsibilities. While it starts as a formal requirement, your Charter becomes a practical roadmap that guides major company decisions and helps prevent disputes between business partners.

You need a Corporate Charter the moment you decide to establish a company in Switzerland. This isn't just another document - it's your legal foundation and must be in place before registering with the Commercial Register. Creating one becomes urgent when raising capital, bringing in new shareholders, or launching operations.

Review and update your Charter when expanding into new business areas, changing your company name, or modifying share structures. Having a clear, well-drafted Charter prevents operational holdups and helps resolve disputes. Swiss law requires specific Charter modifications to go through notarization and official registration, so plan these changes carefully.

• Basic Corporate Charter: Sets up core company details, ideal for small to medium enterprises and most common in Switzerland. Covers essential elements like company name, purpose, share capital, and basic governance rules.
• Comprehensive Charter: Includes detailed provisions for larger companies, with expanded sections on shareholder rights, board composition, and transfer restrictions.
• Holding Company Charter: Specifically structured for Swiss holding companies, with provisions for managing subsidiaries and investment activities.
• Startup-Focused Charter: Tailored for growth companies, including flexible capital structures and provisions for future funding rounds.
• Professional Services Charter: Adapted for regulated industries like financial services or healthcare, with specific compliance provisions.

• Founders: Create and sign the initial Corporate Charter when establishing the company, defining their vision and operational framework.
• Legal Counsel: Draft and review the Charter to ensure compliance with Swiss law and protect company interests.
• Board of Directors: Oversee Charter implementation and propose necessary amendments as the company evolves.
• Shareholders: Must approve major Charter modifications and are bound by its provisions regarding their rights and obligations.
• Commercial Register: Reviews and maintains official record of the Charter, ensuring it meets legal requirements.
• Public Notaries: Authenticate Charter documents and certify amendments as required by Swiss law.

• Company Details: Decide on your company name, domicile address, and clear business purpose statement.
• Capital Structure: Determine share capital amount, number and types of shares, and their nominal value.
• Governance Rules: Plan your board composition, signing authorities, and decision-making processes.
• Shareholder Rights: Define voting rights, transfer restrictions, and dividend policies.
• Documentation: Gather proof of capital deposit and founders' identification documents.
• Template Selection: Use our platform to generate a legally compliant Corporate Charter template that includes all mandatory Swiss legal requirements.
• Notarization: Schedule an appointment with a Swiss notary for official authentication.

• Company Name: Full legal name and any trade names, following Swiss naming regulations.
• Registered Office: Official company address and canton of registration.
• Purpose Statement: Clear description of business activities and scope of operations.
• Share Capital: Total amount, number of shares, and share categories with their nominal values.
• Corporate Bodies: Structure of general meeting, board of directors, and auditors.
• Shareholder Rights: Voting procedures, profit participation, and transfer restrictions.
• Dissolution Rules: Procedures for company liquidation and asset distribution.
• Governing Law: Explicit reference to Swiss law and jurisdiction.

A Corporate Charter differs significantly from a Corporate Governance Document in both scope and legal status. While both deal with company management, they serve distinct purposes in Swiss business law.

• Legal Standing: A Corporate Charter is your company's foundational legal document registered with authorities, while a Corporate Governance Document is an internal policy framework that can be modified without official registration.
• Content Focus: The Charter establishes basic company elements like capital structure and purpose, while Governance Documents detail operational procedures and decision-making processes.
• Modification Process: Charter changes require shareholder approval and notarization, whereas Governance Documents can be updated by board resolution.
• Binding Nature: The Charter creates legally enforceable rights and obligations, while Governance Documents primarily serve as internal guidelines and best practices.