A company’s articles of association must include at least its company name, corporate purpose, registered office, share capital and the amount paid up by each partner.
Articles of association are required by law for both corporations (SA) and limited liability companies (SARL). The term “articles of association” refers to the basic legal standards applying to a company. The law imposes some basic requirements on these two legal structures (SA: Art. 626 et seq. CO (Swiss Code of Obligations); SARL: Art. 776 et seq. CO (Swiss Code of Obligations)). In addition, articles of association must be must be drawn up in the form of a notarial deed.
The articles of association must include the following information:
- Company, place of business, and business purpose of the company
- Amount of share capital, and the quantity and face value of the shares
- Method by which a company communicates with its shareholders.
It is also advisable to include additional points in the articles of association such as information on management, representation, contributions in kind, terms governing capital increases, rights of preemption, etc.
Reform of the law on limited companies (SA) came into force on 1 January 1 2023. The new provisions are aimed at madding flexibility to the regulations on company formation and capital, and allowing the denomination of share capital in foreign currencies. Companies have two years (until 1 January 2025) to amend their articles of association to comply with the new law. They need to make these changes in order to benefit from the new capital band.
