Formation Document Template for Switzerland

A Formation Document (Gr��ndungsurkunde) is the official paperwork that brings your Swiss company to life. It captures the core details about your business, including its name, location, purpose, and starting capital. For Swiss GmbHs and AGs, this document must be signed and notarized before the company can be registered in the Commercial Register.

The document outlines crucial elements like shareholder information, board members, and signing authority rules. Swiss law requires specific content based on your company type - for example, AG formations need at least CHF 100,000 in share capital mentioned in the document. Once filed, it becomes part of your company's permanent legal record and helps prove your business exists as a separate legal entity.

You need a Formation Document when starting any new company in Switzerland, particularly for GmbHs and AGs. This foundational step comes right at the beginning of your company's journey - before you can register with the Commercial Register or start conducting business officially.

The timing is critical during company formation meetings with your notary. Bring your Formation Document draft when meeting with shareholders, directors, and legal advisors to finalize your company structure. Swiss banks also require this document to open your initial capital deposit account, and you'll need it for various permits and licenses. Having it properly prepared speeds up your company's launch and prevents costly delays.

• Bank Resolution Form: Essential companion to your Formation Document that authorizes bank account setup and defines who can access company funds. Swiss banks require this alongside your Formation Document to establish initial capital accounts and ongoing banking relationships.
• AG Formation Document: Designed for Swiss stock corporations, requiring at least CHF 100,000 in share capital and detailed shareholder rights.
• GmbH Formation Document: Tailored for limited liability companies, with minimum capital of CHF 20,000 and specific member provisions.
• Branch Office Formation: Used when foreign companies establish Swiss branches, focusing on local representation and liability structure.

• Company Founders: Sign the Formation Document and contribute initial capital. They make key decisions about company structure and governance rules.
• Notaries: Review and authenticate the Formation Document, ensuring it meets Swiss legal requirements and contains all necessary elements.
• Commercial Register Officials: Process and verify the Formation Document when registering new companies.
• Bank Representatives: Use the document to open corporate accounts and verify initial capital deposits.
• Board Members: Named in the document with their roles and signing authorities clearly defined.
• Legal Advisors: Draft and review the document to ensure compliance with Swiss corporate law and protect founders' interests.

• Basic Company Details: Gather your company name, registered address, and business purpose. Our platform helps ensure these meet Swiss naming and registration requirements.
• Capital Structure: Calculate share capital amount, number of shares, and their nominal value.
• Founder Information: Collect passport copies and proof of address for all founders and board members.
• Governance Rules: Define signing authorities, board composition, and transfer restrictions.
• Bank Details: Choose your Swiss bank for capital deposit and prepare account opening documents.
• Notary Appointment: Schedule a meeting with a notary, who will authenticate your Formation Document once all details are ready.

• Company Identification: Legal name, registered office address, and business purpose according to Swiss Code of Obligations.
• Capital Structure: Share capital amount, number and types of shares, nominal value per share.
• Founder Details: Full names, nationalities, residences, and identification numbers of all founding members.
• Governance Rules: Board composition, signing authorities, and representation rights.
• Share Transfer Rules: Restrictions on share transfers and pre-emptive rights.
• Statutory Auditor: Appointment or opting out statement if applicable.
• Signatures Section: Space for notarization and founder signatures with date and place.

While Formation Documents and Amended Articles of Association both deal with company structure, they serve different purposes in Swiss corporate law. A Formation Document creates your company initially, while Amended Articles update existing company rules and structures after formation.

• Timing and Purpose: Formation Documents are used once at company creation, while Amended Articles are used throughout company life to modify rules.
• Legal Requirements: Formation Documents need notarization and initial capital proof. Amended Articles require shareholder approval and Commercial Register updates.
• Content Scope: Formation Documents establish basic company structure and capital. Amended Articles focus on specific changes to existing rules.
• Process: Formation involves founding members and notaries. Amendments typically require board proposals and shareholder votes.