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By Michele Blasucci, October 18, 2013

The following article provides information on possible model statutes of a GmbH. The limited liability company is a very popular legal form in Switzerland.

Model statutes of a GmbH

The GmbH is defined as a personal corporation in which several persons or trading companies can participate. Only the company's assets are liable for liabilities. In the case of a GmbH, too, the Code of Obligations knows that a limited liability company must have articles of association. For the establishment of a GmbH it is necessary that the founders declare in a public deed to found a company with limited liability, stipulate statutes and appoint the organs. As in the case of a stock corporation, every change to the articles of association must be publicly notarized and entered in the commercial register. The following content is legally stipulated for the articles of association: the company name and registered office, the purpose, the amount of the share capital and the number and nominal value of the shares as well as the form of announcements made by the company.
The model statutes of a GmbH look like this:

  1. Company, seat and purpose
  2. capital
  3. Stock shares (Share register, assignment, special types of acquisition, usufruct, lien)
  4. Rights and duties of the shareholders (Duty of loyalty and non-competition, procedure and setting of the price in the case of rights of first refusal, delivery of the annual report)
  5. Organization of society (Shareholders' meeting (tasks, convocation, resolution under simplified conditions, chairmanship and minutes, representation, voting rights, resolution), management (election and dismissal of managing directors, tasks, organization, due diligence and fiduciary duty, resolution, representation), auditors (auditing, requirements to the auditor))
  6. Accounting (Financial year, bookkeeping, reserves and appropriation of profit)
  7. exit
  8. Dissolution and liquidation
  9. Communications and publications
  10. Contributions in kind

When drawing up your statutes, you can rely on the knowledge of the experts at STARTUPS.CH. With the experience of more than 6000 company foundings, they can help you even with complex issues.

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