Swiss Articles of Association: Template and Requirements

The articles of association (Statuten / statuts / statuti) are the constitutional document of a Swiss company. They define the company’s purpose, governance framework, share structure, and the rights and obligations of shareholders. Under Swiss law, the articles must be drafted before notarisation and are filed with the commercial registry as part of the incorporation process.

Legal Basis

For an AG, the articles of association are governed by Articles 626–627 of the Swiss Code of Obligations (CO). For a GmbH, the relevant provisions are found in Articles 776–777 CO. These provisions distinguish between mandatory content (which must appear in the articles) and optional content (which takes effect only if expressly included).

Mandatory Content — AG

The following provisions must appear in the articles of association of an AG:

Company Name and Registered Office

The full company name, including the legal form designation (AG, SA), and the municipality in which the registered office is located. The name must comply with Swiss company name rules.

Purpose

A description of the company’s business activities. The purpose clause should be broad enough to accommodate future growth but specific enough to satisfy the commercial registry. Overly vague purposes (e.g., “any lawful activity”) may be rejected.

Share Capital and Shares

• The total amount of share capital in CHF
• The number, nominal value, and type of shares (registered or bearer)
• The amount of capital paid in at formation
• Any contribution in kind, set-off against claims, or special advantages granted to founders
• Provisions regarding share capital requirements

Corporate Bodies

• The shareholders’ meeting (Generalversammlung) as the supreme body
• The board of directors (Verwaltungsrat) and its powers
• The auditor (Revisionsstelle), unless the company has opted out of audit under the applicable provisions

Communication and Notices

The form of official publications and communications to shareholders. The Swiss Official Gazette of Commerce (SHAB) is the default medium for AG publications.

Financial Year

The start and end dates of the financial year.

Mandatory Content — GmbH

GmbH articles share many requirements with AG articles but include additional provisions specific to the GmbH form:

• The names and domiciles of all quotaholders
• The number and nominal value of each quotaholder’s shares
• Any additional payment obligations (Nachschusspflichten) or supplementary contributions (Nebenleistungspflichten)
• Transfer restrictions on quota shares
• Any non-compete obligations imposed on quotaholders

Optional but Recommended Clauses

While not legally required, the following provisions are standard practice and strongly recommended:

Transfer Restrictions (Vinkulierung)

For AGs issuing registered shares, the articles may impose restrictions on share transfers. The board may refuse to register a transfer if the acquirer does not meet specified criteria (e.g., nationality, industry affiliation, or competitor status). Transfer restrictions are essential for maintaining control over the shareholder base, particularly in startup contexts.

Authorised and Conditional Capital

Provisions authorising the board to increase share capital within defined limits (authorised capital) or providing for automatic capital increases upon exercise of options or conversion rights (conditional capital). These provisions are standard for companies planning equity fundraising or employee stock option plans.

Capital Band (Kapitalband)

Following the 2023 corporate law reform, the articles may establish a capital band allowing the board to adjust capital within +/- 50% over five years without individual shareholders’ resolutions.

Board Composition and Term

Provisions specifying the minimum and maximum number of directors, their terms of office, and any qualifications or residency requirements. Swiss law requires that at least one person authorised to represent the company must be resident in Switzerland — the articles may impose additional requirements.

Casting Vote

In the event of a tie at board or shareholders’ meetings, the articles may grant a casting vote to the chairman.

Non-Competition Clauses

For GmbHs, the articles may impose non-competition obligations on quotaholders. For AGs, non-competition obligations are typically addressed in a separate shareholders’ agreement (Aktionärsbindungsvertrag).

Dispute Resolution

An arbitration clause directing disputes between the company and its shareholders, or among shareholders, to arbitration rather than state courts. This is increasingly common in venture-backed companies.

Conversion and Liquidation Preferences

For companies with multiple share classes, provisions specifying the priority of distributions in the event of liquidation or conversion. These provisions are critical in venture capital structures.

Articles vs. Shareholders’ Agreement

Swiss practitioners often supplement the articles of association with a separate shareholders’ agreement (Aktionärsbindungsvertrag). The distinction is important:

Provisions that founders may prefer to keep confidential — such as vesting schedules, drag-along rights, pre-emption rights, and detailed governance arrangements — are typically placed in the shareholders’ agreement rather than the articles.

Drafting Considerations

Language

The articles may be drafted in any of Switzerland’s official languages (German, French, Italian, Romansh) or in English. However, the commercial registry may require a translation into the official language of the canton. In practice, most articles in German-speaking cantons are drafted in German, with an English translation maintained for international shareholders.

Level of Detail

Swiss law favours concise articles that set out essential provisions, with operational details addressed in regulations (Organisationsreglement) adopted by the board. Overly detailed articles create administrative burden, as every amendment requires a shareholders’ resolution and notarisation.

Future-Proofing

Founders should draft articles with future capital raises, governance changes, and potential exit scenarios in mind. Common provisions that save time and cost later include:

• Authorised capital provisions
• Conditional capital for employee options
• Flexible purpose clauses
• Provisions permitting virtual shareholders’ meetings (permitted since the 2023 reform)
• Capital band provisions

Amendment Process

Amending the articles of association requires:

1. A proposal from the board of directors
2. A resolution of the shareholders’ meeting (typically requiring a qualified majority of two-thirds of the votes represented and an absolute majority of the nominal value of shares represented)
3. Notarisation of the amendment
4. Registration of the amendment with the commercial registry

The commercial registry will not register amendments that conflict with mandatory provisions of law.

Template Structure

A standard set of articles for a Swiss AG typically follows this structure:

1. Name, registered office, and purpose (Articles 1–3)
2. Share capital and shares (Articles 4–8)
3. Shareholders’ meeting — convocation, quorum, voting, resolutions (Articles 9–15)
4. Board of directors — composition, powers, organisation (Articles 16–22)
5. Auditor (Article 23)
6. Financial statements and profit distribution (Articles 24–26)
7. Dissolution and liquidation (Articles 27–28)
8. Notices and publications (Article 29)
9. Transitional provisions (Article 30)

Common Mistakes

• Purpose clause too narrow: A purpose limited to a single activity may require an amendment (and notarisation) when the business diversifies.
• Missing transfer restrictions: Without vinkulierung, registered shares may be freely transferred, potentially allowing unwanted parties into the shareholder base.
• No authorised capital: Omitting this provision means every fundraising round requires a shareholders’ meeting and notarisation, adding time and cost.
• Ignoring the 2023 reforms: Articles drafted before the corporate law reform may not take advantage of new provisions (capital bands, virtual meetings, cryptocurrency for capital contributions).
• Overlooking stamp duty implications: The structure of the articles can affect the timing and amount of issuance stamp duty on capital contributions.

Donovan Vanderbilt is a contributing editor at ZUG BUSINESS. This article is informational and does not constitute legal, tax, or financial advice.