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Articles of Association/Bylaws in Switzerland

Articles of Association/Bylaws in Switzerland

Updated on Monday 26th August 2019

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Articles-of-Association-in-SwitzerlandBylaws 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 shareholders of the company founded in Switzerland have to sign the articles of association, a document which later on has to be notarized at a public notary. However, this document can also be signed by a person who was authorized by the company’s shareholders; this can be done through the power of attorney. The document has to be drafted, signed and notarized following the applicable commercial legislation and it must contain compulsory aspects, such as:
 
  • • 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 associationOur 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? 

 
The Swiss Civil Code is one of the main rules of law which provide the legal framework concerning the provisions of the articles of association. Our team of lawyers in Switzerland can present the main obligations investors will have when starting a Swiss business; some of the main requirements stipulated by the Swiss Civil Code are presented below:
 
  • 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? 

 
The company’s articles of association must also provide the procedures through which the company’s shareholders can appoint general meetings. Thus, a corporate structure in Switzerland must hold its annual general meeting in a period of maximum six months after the end of the financial year. However, extraordinary meetings can be held at any given time. 
 
The articles of association must stipulate the fact that the shareholders have to give notice on the general meetings in a period of maximum 20 days before the date in which the meeting was established; the notice has to be given in the form that was set out in the company’s bylaws
 

What should the bylaws of a Swiss joint venture stipulate? 

 
A joint venture is a type of business that is started by at least two different legal entities; the business is set up with the purpose of accomplishing a specific business goal and it is a common way to start a company in Switzerland in the construction sector, for example. 
 
When forming a joint venture, the company will gain legal personality through the articles of association, which can include provisions that can range based on the purpose of the business. Our law firm in Switzerland can assist with in-depth advice on how to draft the articles of association for a Swiss joint venture, a document which requires the following: 
 
  • 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.