The Articles of Incorporation and Certificate of Incorporation are fundamental documents required when establishing a new company in Switzerland. These documents are essential for company registration and must be prepared in accordance with Swiss law, particularly the Swiss Code of Obligations (OR/CO). They define the company's legal structure, governance, and operational framework, including details such as company name, registered office, purpose, share capital, and corporate bodies. The Articles must be executed in the presence of a notary public and submitted to the Commercial Register along with supporting documentation. Once registered, they become publicly available and serve as the primary reference for the company's basic rules and organization. Amendments to the Articles require shareholder approval and must also be notarized and registered.
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1. Company Name, Registered Office and Duration: Legal company name, registered office location, and duration of the company (if limited)
2. Purpose: Description of the company's business purpose and activities
3. Share Capital: Amount of share capital, number of shares, nominal value, and share categories
4. Shares: Description of share types, transfer restrictions, and rights attached to shares
5. Corporate Bodies: Structure and organization of the company's corporate bodies
6. General Meeting: Rules regarding the supreme body of the company, including convocation, voting rights, and decision-making
7. Board of Directors: Composition, election, duties, and powers of the board
8. External Auditors: Provisions regarding the appointment and duties of external auditors
9. Financial Year and Annual Accounts: Definition of financial year and provisions for annual financial statements
10. Notices and Communications: Methods of communication with shareholders and publication requirements
1. Contributions in Kind: Details of any non-cash capital contributions, used when shares are paid for with assets rather than cash
2. Special Privileges: Any special benefits granted to founders or other persons, included when such arrangements exist
3. Transfer Restrictions: Detailed provisions restricting the transfer of registered shares, used when company wants to control share ownership
4. Authorized Capital: Provisions for future capital increases, included when company wants flexibility for future capital raising
5. Conditional Capital: Provisions for conditional capital increases, used for employee participation programs or convertible bonds
6. Multiple Classes of Shares: Detailed provisions for different share classes, included when company has multiple share categories
7. Electronic Meetings: Provisions for virtual general meetings, increasingly common post-COVID
1. List of Founders: Details of all founding shareholders including names, addresses, and number of shares subscribed
2. Share Subscription Certificate: Formal certification of share subscriptions by founding shareholders
3. Bank Confirmation: Confirmation of capital deposit from approved bank
4. Audit Confirmation: Auditor's report for contributions in kind or special privileges, if applicable
5. Board Regulations: Detailed regulations governing the functioning of the board of directors
6. Organizational Regulations: Internal organizational rules and procedures
7. Specimen Signatures: Certified signatures of authorized signatories
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