Statutes of a Limited Liability Company (GmbH)
The following article shows an example of the statutes of a Limited Liability Company, one of the most common legal forms in Switzerland.
Statutes of a Limited Liability Company – an example
A limited liability company is a corporate identity in which a certain number of persons or commercial companies take a share in. As the name suggests, the primary characteristic of the LLC is the liability of the company, which is limited to its assets and therefore excludes its members from liability. Due to the Swiss Code of Obligations, all LLCs must have statutes at their disposal. When forming at LLC, the incorporators must declare the legal form as well as the statutes and the company’s bodies in a documented legal act.
- Name, domicile and purpose
- Capital
- Shares (stock ledger, transfer, special form of purchase, usufruct, lien)
- Rights and obligations of the shareholders (principles of loyalty and non-competition clause, procedures for the pricing and reimbursement of pre-emption rights, notification of annual report)
- Organisation of company (meeting of shareholders (duties, convocation, resolution under relieved conditions, chairmanship and protocol, representation, voting power, resolutions), executive board (election and dismissal of the directors, tasks, organisation, due diligence and principles of loyalty, resolutions, representation), external auditors (audit, specifications regarding external auditors)
- Accounting (financial year, bookkeeping, reserves and appropriation of profits)
- Discharge
- Dissolution and liquidation
- Communiques and publications
- Non-cash contributions
