The law provides for certain criteria that must be met by the articles of association, or articles of incorporation, of corporations and limited liability companies. Here is an overview.
Articles of association are required by law for both corporations and limited liability companies. The term “articles of association” refers to the elementary legal standards that are applicable to a company. For these two legal structures, the law imposes some basic requirements (SA: Art. 626 et seq. Swiss Code of Obligations; SARL: Art. 776 et seq. Swiss Code of Obligations). Moreover, the articles of association must be established by virtue of a legal document.
The articles of association must include the following information:
- Company name, corporate purpose, and head office
- Amount of share capital and paid-up amount
- Number and nominal value of shares
- Voting rights, general meeting
- Members of the board of directors, statutory auditor
- For an SA, the form of publication of results
As well as these basic requirements, it is also recommended that the articles of association include other information such as benefits in kind, terms and conditions for the general meeting, convocation of board meetings, etc.