Articles of association of a LLC: What is mandatory – what is conditional?
The articles of association of a LLC must be available upon registration in the commercial register. You can find out what they must contain in our blog post.
Articles of association of a LLC
When founding a LLC, the founders must declare in a public deed that they want to establish a limited liability company, they must appoint the executive bodies and define the articles of association.
The content according to article 776 of the Swiss Code of Obligations is mandatory. These are essentially four elements: The name and registered office of the company, the purpose of the company, the amount of the share capital, the number and nominal value of the ordinary shares, and the form of notices emanating from the company.
Conditionally necessary content of the Articles of Association
The conditionally necessary content of the articles of association is specified in Article 776a of the Swiss Code of Obligations. This article specifies various points that must be included in the articles of incorporation in order to be binding. This means that such provisions are only mandatory if they are explicitly mentioned in the articles of association. If this is not the case, such provisions are not binding.
In order to be binding, provisions on, among other things, the following must be included in the Articles of Association:
- the establishment and form of additional funding obligations
- rights of pre-emption, pre-emptive rights or purchase rights of the shareholders
- non-competition clauses
- contractual penalties
- veto rights of shareholders
There is a legal basis for these issues, but if a deviation from this is desired, a corresponding provision must be created in the articles of association.
