The Certificate of Incorporation Memorandum and Articles of Association is a mandatory legal document required for establishing a corporation (AG) in Switzerland. This document serves multiple crucial purposes: it officially creates the company's legal existence, defines its fundamental structure, and establishes the rules governing its operations. Used during the company formation process, it must be executed before a Swiss notary and submitted to the Commercial Register for official registration. The document includes essential information such as company name, registered office, purpose, share capital details, corporate governance structures, and shareholder rights. It must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and serves as the primary reference point for all matters relating to the company's internal organization and external relationships. This document is particularly important as it forms the basis for all future corporate actions and decisions.
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1. Company Name, Registered Office, and Duration: Specifies the company name, registered office location, and whether the company has a limited duration
2. Purpose of the Company: Defines the business purposes and activities of the company
3. Share Capital and Shares: Details of the share capital amount, number and types of shares, nominal value, and payment requirements
4. Share Certificates and Transfer of Shares: Provisions regarding the form of shares and their transfer restrictions if any
5. Corporate Bodies: Introduction to the corporate governance structure
6. General Meeting: Powers, convocation, voting rights, and procedural rules for shareholder meetings
7. Board of Directors: Composition, election, powers, organization, and decision-making processes of the board
8. Auditors: Provisions regarding the statutory auditors or opting out of audit requirements
9. Financial Year and Financial Statements: Definition of the financial year and rules regarding financial statements
10. Notices and Communications: Methods of communication with shareholders and publication requirements
11. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Authorized Capital: Optional provision allowing the board to increase share capital within certain limits, used when flexibility for future capital increases is desired
2. Conditional Capital: Provisions for conditional capital increases, typically used for employee participation programs or convertible bonds
3. Benefits and Contributions in Kind: Special provisions required when assets are contributed instead of cash or when special benefits are granted to founders
4. Different Share Classes: Provisions defining different share classes and their respective rights, used when the company wants to create preferred shares or voting shares
5. Board Committees: Provisions for establishing and governing board committees, typically used by larger companies
6. Transfer Restrictions: Detailed provisions restricting share transfers, typically used in smaller or family-owned companies
7. Arbitration Clause: Provisions for dispute resolution through arbitration instead of ordinary courts
1. Subscription Certificate: Document confirming the subscription of shares by the founding shareholders
2. Proof of Capital Deposit: Bank confirmation of the deposited share capital
3. Founder Meeting Minutes: Minutes of the constituent meeting of the founders
4. Acceptance Declarations: Written acceptances of election by board members and auditors
5. Lex Friedrich Declaration: Declaration regarding foreign ownership if relevant
6. Domicile Confirmation: Confirmation of the company's registered office address
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