What are Articles of Association?
The Articles of Association are the core constitutional rules of a Swiss company. They are notarized and filed during incorporation.
Key Features
- Define legal purpose, registered office, and company form
- Set share/quota structure and governance framework
- Regulate representation and signatory powers
- Establish decision-making and voting rules
Practical Drafting Focus
- Align governance clauses with real operating model
- Confirm transfer, voting, and director appointment rules
- Keep signatory powers consistent with banking setup
- Avoid generic text that conflicts with shareholder intent
Tax and Compliance Implications
Inconsistent or outdated articles can cause onboarding delays, legal amendments, and corporate governance issues. Keeping statutes aligned with operational reality supports cleaner compliance and fewer post-incorporation corrections.