Articles of Association/Bylaws in Switzerland
Articles of Association/Bylaws in SwitzerlandUpdated on Monday 26th August 2019
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Bylaws in Switzerland
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 when a business 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. A corporate structure in Switzerland has to be incorporated through the articles of association, which represent the statutory document through which a company obtains legal personality.
Our team of Swiss lawyers can help investors in drafting the company’s articles of association (or bylaws) and can also provide legal assistance on any aspect that has to be included in this document. Investors can request for advice on any other types of documents that are required when starting a business in this country.
The provisions of the articles of association in Switzerland
- • the name of company and the legal entity with which the company was registered;
- • the company’s registered office – all Swiss companies must have an official address in Switzerland;
- • the purpose of the business and the main objects of activities that will be carried out here;
- • the minimum share capital required for the selected company type in Switzerland;
- • the number and value of shares belonging to each of the shareholder of the company.
Any other information about the shareholding structure or allotment of shares must also be stipulated in the company’s articles of association. Our team of Swiss lawyers can provide an extensive presentation on other information that has to be included in the bylaws.
What are the legal requirements stipulated by the Swiss Civil Code?
- • Article 54 of the Swiss Civil Code stipulates that a corporate structure will gain legal personality once the articles of association are drafted and signed;
- • the bylaws have to mention where the company’s seat is located (Article 56);
- • the articles of association have to be signed when carrying activities in this country through an association as well (Article 60);
- • the articles of association must stipulate when the company’s representatives have to establish general meetings (Article 64);
- • resolutions concerning various corporate matters can be taken following the rules established in the bylaws (Article 67);
- • the bylaws must also stipulate the manner in which a company member can be excluded from the company (Article 72).
What are the rules concerning general meetings in Switzerland?
What should the bylaws of a Swiss joint venture stipulate?
- • the bylaws must clearly stipulate the company’s main objects of activity;
- • once the company has its business objectives defined, they have to be communicated to the Company Register;
- • it is necessary to know that the articles of association of a joint venture allow investors to enter other activities than the company’s primary object of activity;
- • in most of the cases, the articles of association of a Swiss joint venture will also include the company’s business plan;
- • the bylaws can be amended, just like in the case of other Swiss corporate structures;
- • this can be done through a resolution taken during the shareholder’s meeting.
Company management according to a Swiss company’s bylaws
The legislation on companies in Switzerland stipulates that the company’s shareholders must appoint a director or more, depending on the legal entity selected for registration in this country. The articles of association of a Swiss company must also include provisions concerning the appointed directors, the manner in which they can be appointed and the obligations they must fulfill. At the same time, the bylaws should also prescribe the situations in which the company’s directors can be dismissed and the manner in which this procedure can be completed.
The articles of association will also provide information about the annual general meetings and the dates these meetings will be held. The bylaws also prescribe details on the ownership of the company, and whether the company’s shareholders have certain types of restrictions. Regarding the ownership of local companies, investors should know the following:
- • Switzerland has more than 25,000 multinational companies (Swiss and foreign);
- • 14,000 of them represent companies that have Swiss ownership;
- • there are 11,500 multinationals operating in Switzerland with foreign ownership;
- • 20% of the foreign multinationals are operating here as shell companies/administrative units;
- • Swiss and foreign owned multinational employ approximately 1,3 million employees, representing approximately 25% of the total Swiss workforce.
Other important documents that can be enforced by the company’s shareholders are the shareholders’ agreements; in this case, the documents do not have to be made public. Our Swiss lawyers can draft the articles of association and help you with the company registration procedures. For information about all available notarial services, please contact us.