Articles of Incorporation (Extended Version)

Key points and template

Approovd helps you to create legally compliant articles of incorporation easily and in just a few minutes. For only CHF 89 per document.
Key Points Included in These Articles of Incorporation
  • Statutory content of the articles of incorporation: what must be included
  • Modular definition of the company’s purpose depending on whether the company is part of a group of companies or in the real estate business
  • Provisions on conditional share capital and definition of purpose and scope of conditional share issuances
  • Possibility to authorize the board to increase and/or reduce the share capital within a defined range and for a certain period of time (so-called capital range)
  • Whether the transfer of shares is restricted
  • Provisions enabling the shareholders’ meeting to be held without physical attendance (virtually only) or abroad
  • Option for the shareholders and the board to waive the designation of an independent proxy
  • Definition of thresholds for proposing agenda items by shareholders
  • Determination of the board of directors’ election, constitution, tasks, and organization
  • Provisions on contributions in kind and definition of modalities
Use These Articles of Incorporation if …

… you would like to establish a company using advanced parameters (conditional share capital, capital band, contributions in kind)

… the company’s shares are not listed on the stock market

… you need to update a company’s articles of incorporation

… the company needs to be flexible regarding raising equity

What are these Articles of Incorporation?

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.

Compared to the standard version of the articles of incorporation, the extended version additionally provides for:

Conditional share capital: It authorizes the board of directors to conditionally increase the share capital by a maximum of 50% of the existing share capital by granting rights on shares to, for example, employees or creditors. In practice, options or conversion rights are used within the conditional share capital for the participation of employees or for financing purposes. The increase in share capital is conditional because new shares are only issued if these rights are exercised. The corresponding instruments may also provide for an ” obligation to exercise “, i.e. they are “automatically” converted into shares upon the lapse of a period of time or upon the occurrence of certain conditions.

Capital range: It gives the board of directors flexibility in setting the share capital. The board can thus increase and/or decrease the share capital by a maximum of 50% for a certain period of time, but not exceeding 5 years. If a limited audit has been waived, the board of directors may only be authorized to increase the share capital.

Contributions in kind: These are assets that are used to pay for shares instead of cash when they are issued. In order to be validly contributed against shares, an asset must meet certain requirements: Its value must be clearly determinable, and it must be transferable, disposable, and realizable. This includes, for example, furniture, claims, shares, intellectual property rights (e.g. copyrights and patent rights), real estate, etc.

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.

All our templates have been checked and validated by renowned Swiss lawyers. They are constantly updated according to legal practice.
Your Contract in 3 Steps

Buy the documents you need and create your account

Answer questions with the help of virtual assistance and create your contracts in minutes

Download your contracts as Word or PDF. Get help from a lawyer if needed

This might also interest you

Articles of Incorporation (Standard Version)

Learn more

Shareholders’ Agreement

Learn more

Minutes of Ordinary Shareholders’ Meeting

Learn more

Create smart contracts from today

Discover our contract library with over 230 intelligent templates in German, English and French