All companies are incorporated according to the provisions of the Swiss Commercial Code, but they must also have their own regulations for the management of the business which are set out in the articles of association. According to the Swiss Corporate Governance Code, any type of company is required to draft articles of association or articles of incorporation through which a company is formed. The articles of association of a Swiss company define the responsibilities of the directors, the main business objective and the shareholders’ control in the company. Also, no business can be incorporated without articles of association.
A Swiss company’s articles of association must be notarized and signed by all the shareholders. The articles of association may also be signed by an authorized representative through power of attorney. The articles of association must be drafted according to certain regulations set out in the Commercial Law and must contain the following information:
Any other information about the shareholding structure or allotment of shares must also be stipulated in the company’s articles of association.
According to the Companies Law, the shareholders of a Swiss company are required to appoint one or more directors. The bylaws of the company must contain information about the directors, how they are appointed and their role within the company. The articles of association must also contain provisions about the dismissal of Swiss directors. The articles of association will also provide information about the annual general meetings and the dates these meetings will be held. With respect to company ownership, the articles of association may contain provisions about restrictions applied to company’s shareholders.
Additionally to the articles of association, Swiss shareholders may also conclude shareholders’ agreements which are not required to be made public.
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