ºÚÁÏÊÓƵ

All Countries
Commercial
Articles Of Association And Memorandum Of Association

Articles Of Association And Memorandum Of Association Template for Switzerland

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Articles Of Association And Memorandum Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Articles Of Association And Memorandum Of Association

"Need to draft Articles of Association and Memorandum of Association for a Swiss technology startup with dual-class share structure, planning to implement employee stock options by March 2025, and requiring specific provisions for future venture capital investment."

Celebrated by
Collaborations with
Investors
Document background
The Articles of Association and Memorandum of Association are essential founding documents required for establishing any corporation (AG/SA) or limited liability company (GmbH/Sàrl) in Switzerland. These documents must be prepared when incorporating a new company or modifying an existing company's fundamental structure. They detail the company's legal identity, share capital, corporate governance structure, and operational framework in compliance with the Swiss Code of Obligations. The documents must be notarized and submitted to the Commercial Register as part of the company registration process. They serve as the primary reference for shareholders, directors, and other stakeholders regarding the company's organization and governance rules.
Suggested Sections

1. Company Name, Registered Office and Purpose: Legal company name, registered address, and detailed description of business purpose

2. Share Capital and Shares: Details of share capital structure, share types, nominal value, and share transfer restrictions

3. Corporate Bodies: Overview of company organs (General Meeting, Board of Directors, Auditors)

4. General Meeting: Powers, convocation, voting rights, and decision-making procedures

5. Board of Directors: Composition, organization, duties, decision-making processes

6. Signature Authority: Rules regarding who can sign on behalf of the company

7. Annual Accounts: Financial year, accounting principles, profit distribution

8. Notices and Communications: Methods of communication with shareholders and publication requirements

9. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Authorized Capital: Include when company wants flexibility to increase capital within 2 years

2. Conditional Capital: Include when company plans to issue convertible bonds or employee stock options

3. Share Transfer Restrictions: Detailed section needed for private companies wanting to control ownership

4. Board Committees: Include for larger companies planning specialized committees

5. Contribution in Kind: Required when assets rather than cash are contributed for shares

6. Special Privileges: Include when certain shareholders or founders receive special rights

7. Non-Competition Clause: Optional restrictions on shareholder business activities

8. Arbitration Clause: Alternative dispute resolution procedures

Suggested Schedules

1. Share Register Regulations: Detailed procedures for maintaining the share register

2. Organizational Regulations: Internal organization rules and procedures

3. Contribution in Kind Agreement: Details of non-cash capital contributions

4. Audit Report: Founding audit report confirming capital contributions

5. Specimen Signatures: Authorized signatures of board members and officers

6. Share Certificate Specimens: Templates of share certificates if physical shares are issued

7. Founder Meeting Minutes: Minutes of the founding meeting

8. Commercial Register Application: Documents for company registration

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses








































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Retail

Energy

Transportation

Telecommunications

Construction

Agriculture

Education

Hospitality

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Risk Management

Corporate Affairs

Shareholder Relations

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Managing Director

Chief Legal Officer

Corporate Governance Officer

Risk Manager

Chief Financial Officer

Company Director

Legal Administrator

Corporate Affairs Manager

Shareholder Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Shareholders Agreement And Articles Of Association

Swiss law-governed Shareholders Agreement and Articles of Association package establishing corporate governance framework and shareholder relationships for Swiss corporations.

find out more

Article Of Association And Bylaws

Swiss-law governed constitutional document establishing a company's fundamental rules, structure, and governance framework in accordance with the Swiss Code of Obligations.

find out more

Bespoke Articles Of Association

Swiss Articles of Association establishing a company's fundamental structure and governance rules under Swiss law.

find out more

Articles Of Incorporation Foundation

A foundational legal document under Swiss law that establishes and governs a foundation's structure, purpose, and operations.

find out more

Articles Of Organization And Operating Agreement

A Swiss law-governed foundational document that establishes a company's legal existence and operational framework.

find out more

Articles Of Association And Memorandum Of Association

Swiss corporate constitutional document establishing a company's legal structure, governance framework, and operational guidelines under Swiss law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.