Deed Of Association Template for Switzerland

When establishing a company in Switzerland, you need a properly executed Deed of Association to create your corporate entity under Swiss law. This foundational document serves as the legal birth certificate of your company, whether you're forming a stock corporation (AG) or limited liability company (GmbH), and must be executed before a notary public to ensure legal validity.

When do you need this document?

You require a Deed of Association whenever incorporating any Swiss company structure. This includes forming an AG with minimum share capital of CHF 100,000, establishing a GmbH with capital between CHF 20,000 and CHF 2 million, or creating specialized corporate forms like investment companies. The document is also necessary when converting existing business structures into corporations, merging companies, or when foreign entities establish Swiss subsidiaries. Without this notarised deed, your company cannot obtain legal recognition or register with the Commercial Register, making it impossible to conduct business legally in Switzerland.

Key legal considerations

Your Deed of Association must include mandatory provisions covering company identification, purpose, capital structure, and governance arrangements. Critical elements include precise share capital specifications, detailed business purpose descriptions that cannot be overly broad, and clear identification of all founding shareholders with their contribution commitments. You must ensure compliance with capital contribution requirements, including bank confirmation of deposited funds before notarisation. The document establishes your company's legal capacity, liability limitations, and operational framework, making accuracy essential. Consider including optional provisions for governance flexibility, such as authorised capital provisions, conditional capital arrangements, or specific shareholder rights that may benefit your business structure long-term.

Legal requirements in Switzerland

Swiss law mandates strict compliance with the Code of Obligations provisions governing corporate formation. For AGs, you must satisfy Articles 620-763 requirements including minimum capital thresholds, proper share allocation, and board composition rules. GmbH formation follows Articles 772-827, requiring different capital and governance structures. The notary public must verify founder identities, confirm capital deposits through bank certificates, and ensure all mandatory provisions are included. Your deed must be drafted in an official Swiss language and registered with the competent Commercial Register within specific timeframes. Additional requirements may include auditor appointments for larger companies, in-kind contribution valuations by certified experts, and compliance with sector-specific regulations depending on your business activities.