Drafting of company documents in Switzerland

One of the necessary steps during company formation in Switzerland is the drafting and vetting of the company documents. After the documents are drafted, it is necessary to have them validated in order for the company to be registered in Switzerland. This step is an important one for any entrepreneur, company or other forms of legal entities interested in company incorporation in Switzerland.

The owners or the founders of the company must conclude certain documents that are mandatory under the Swiss legislation, such as the Articles of Association. Most of these documents must be drafted in front of a certified public notary in Switzerland. This procedure requires the payment of certain fees, depending on the type of Swiss company that is being registered.

Asides from the Articles of Association, the company documents may also include the statutory documents, various types of contracts, concluded between business partners or even employment contracts concluded between a company and its employees.

Corporate documents in Switzerland

Any type of company incorporated in Switzerland will need to conclude a set of company documents, depending on its business structure. For example, in the case of a limited liability company (GmbH), the company’s investors need to draft the articles of association, as well as a memorandum, respecting the regulations of the Swiss commercial legislation. The provisions included in this type of document are essential for the way the company will function and conduct business operations in Switzerland; therefore it is highly recommended to request legal assistance from company formation specialists.

When the newly-formed company starts its business activities in Switzerland, it will also need another set of documents, according to the applicable legislation. These documents include employment contracts, commercial contracts (with other legal entities or with individual persons), agreements of the shareholders, share certificates that are issued for the company’s shareholders that are entitled to own a certain percentage of shares and various contracts for selling or purchasing goods and services.

Usually, contracts have additional clauses that guarantee confidentiality or have any other specific provisions. For example, in some business fields, it is necessary to establish through a contract a high degree of care and attention from business partners and employees. Companies that deal with intellectual property, such as patents, design, software etc. can ask their staff to sign confidentiality agreements or non-disclosure agreements.

In the case of sale and purchase contracts, due diligence procedures are highly recommended for real estate properties or for companies. This is an important step that shouldn’t be neglected, especially when it comes to buying any type of property or for company mergers.

Swiss contracts

A contract in Switzerland, also known as an agreement, contains certain provisions, depending on its type. Commercial contracts include provisions for the contracting parties that will need to establish the subject of the said contract, deadlines for payments or deliveries of goods and services, the commercial value of the contract, right and obligations of each party involved.

Before any signing of a contract or agreement, it is important to receive legal assistance on the drafting of the documentation.

Documents needed for company formation in Switzerland

For the company formation process in Switzerland, individuals and legal entities will need to draft and deposit the following documents:

• The Articles of Incorporation: this document must include the company name, the domicile of the company, the business purpose, the share capital and the basic organization of the company.
• The application for the registration of company must be filled with the Commercial Register after the meeting of the company founders.
• Deeds of company incorporation that are authorized by a notary.
• Declarations of acceptance from the initial board members of the company’s board of directors.
• Confirmation from a Swiss bank certifying the deposit of the minimum required share capital.
• Resolutions of the company’s board regarding the constitution of the board of directors.

All of these are relatively fast procedures, due to the fact that the legal system of Switzerland allows the formation of companies by foreign investors, entrepreneurs or foreign legal entities. The costs associated with these procedures vary on a case-by-case basis, depending on the type of company incorporated, as well as the federal, cantonal and municipal taxes that are in order.

For further information regarding the company formation procedure and the drafting of necessary documents to incorporate in Switzerland, contact our team of experts.