Business Articles of Incorporation are essential founding documents required when establishing a corporation in Switzerland. They must comply with the Swiss Code of Obligations and contain specific mandatory elements such as company name, purpose, registered office, share capital structure, and governance rules. The document is used during the initial company formation process and serves as an ongoing reference for corporate governance throughout the company's lifetime. It must be notarized and filed with the Commercial Register to be legally valid. Articles of Incorporation are particularly crucial as they define the relationship between shareholders, establish the board's authority, and set the framework for all corporate activities. The document may need amendments as the company evolves, subject to shareholder approval and legal requirements.
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1. Company Name, Registered Office and Purpose: Legal company name, registered office location, and detailed business purpose
2. Share Capital and Shares: Amount of share capital, number, type and nominal value of shares, and payment requirements
3. Corporate Bodies: Enumeration of corporate bodies (General Meeting, Board of Directors, Auditors)
4. General Meeting: Powers, convocation, voting rights, and decision-making procedures
5. Board of Directors: Composition, election, terms, organization, and duties
6. Auditors: Appointment, term, and duties of statutory auditors
7. Annual Accounts: Financial year, accounting principles, and allocation of profits
8. Publications and Notices: Methods of company communications and official publications
9. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Transfer Restrictions on Shares: Include when the company wants to restrict share transfers (common in private companies)
2. Authorized Capital: Include when the company wants to authorize the board to issue new shares within a 2-year period
3. Conditional Capital: Include when the company plans to issue convertible bonds or employee stock options
4. Benefits Granted on Formation: Include when special benefits are granted to founders or other persons
5. Contributions in Kind: Include when capital is paid through non-monetary assets
6. Preferred Shares: Include when creating different share classes with varying rights
7. Board Committees: Include when establishing specific committees within the board of directors
8. External Representation: Include when specifying detailed signing authority rules
1. Share Subscription Form: Template for initial share subscriptions
2. Formation Report: Detailed report on company formation and any special circumstances
3. Auditor's Formation Report: Verification of the formation report by qualified auditor
4. Initial Board Regulations: Internal regulations governing board operations
5. Organizational Regulations: Detailed rules about company organization and management
6. Specimen Signatures: Authenticated signatures of authorized signatories
7. Capital Contribution Evidence: Bank certificates or other proof of capital payment
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