On this page, we provide you with an overview of the most important aspects of Articles of Incorporation in Switzerland, including the elements to be taken into account when drawing up the Articles of Incorporation.
Subsequently, we will provide you with a legally compliant template of Articles of Incorporation under Swiss law.
… you would like to establish a company on standard terms (registered shares, cash contribution, etc.)
… the company’s shares are not listed on a stock market
… you need to update the existing articles of incorporation of an existing company
By law, the articles of incorporation are a prerequisite for a valid establishment of a company limited by shares. They include fundamental provisions on the company, such as its company name, registered office and business purpose, provisions on the share capital, the shareholders’ meeting, the board of directors, the audit, as well as communications to the shareholders.
Non-listed companies may only issue registered shares, with a few exceptions. Their transfer is often restricted in the articles of incorporation. In this case, the registered shares can only be transferred with the approval of the board of directors. This enables the board of directors to control the shareholder structure.
The articles of incorporation also contain important provisions on the organization of the shareholders’ meeting and the exercise of shareholders’ rights. In particular, the shareholders’ meeting may also be held virtually only or abroad if the articles of incorporation provide for this. In practice, there are few provisions regarding the organization of the board of directors. The latter is often free to determine the modalities of its organization, usually in a set of regulations, so-called organizational rules. However, the articles of incorporation may specify the number of board members and for how long they are elected, and provide that the chairperson is elected by the shareholders.
If there are several shareholders, they often enter into a shareholders’ agreement. The articles of incorporation are then regarded as an official and public document that defines the basic organization and share capital of the company in relation to third parties, while the relationships between the shareholders are regulated in detail in the agreement, in particular the rules on corporate governance and the transfer of shares.
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