Starting a business in Switzerland
Articles of association for a Swiss LLC or SA: what to include and check
The articles of association set the legal foundations of your Swiss company. Before signing at the notary, check that the purpose, capital and decision-making rules reflect how the founders intend to run the business.
By Romain Prieur · Swiss certified accountant
At a glance
Key takeaways
- Swiss LLCs (Sàrl/GmbH) and corporations (SA/AG) need articles of association; a sole proprietorship does not.
- Mandatory content differs by legal form. A standard template still needs to match your company.
- Articles are accessible through the Commercial Register. Private arrangements belong in appropriate separate agreements.
- Agree on voting, transfers and additional funding before a disagreement arises.
What are articles of association in Switzerland?
Known as statuts in French and Statuten in German, the articles of association define a company’s identity and core governance rules. They are adopted as part of the notarised incorporation of an LLC or SA and filed with the Commercial Register.
They are not a business plan, employment contract or complete agreement between founders. They also differ from the deed of incorporation and the documents appointing directors or managers. Swiss mandatory company law continues to apply even where the articles say little about a subject.
If you are still choosing a structure, start with our Swiss LLC versus SA comparison. A sole trader does not adopt company articles, although registration, accounting and social insurance obligations may still apply.
Mandatory content: LLC versus SA
The Code of Obligations sets the statutory minimum, notably Article 776 for an LLC and Article 626 for an SA. The following overview concerns the usual privately held company; special arrangements can require additional provisions.
| Item | Swiss LLC (Sàrl/GmbH) | Swiss corporation (SA/AG) |
|---|---|---|
| Identity | Company name and registered municipality | Company name and registered municipality |
| Activity | Company purpose | Company purpose |
| Capital | Amount of capital; number and nominal value of membership interests | Amount and currency of share capital, contributions made; number, nominal value and type of shares |
| Communications | Form of communications to members | Form of communications to shareholders |
Contributions in kind, special rights and other tailored arrangements need their own review. A template that works for a straightforward cash incorporation may not cover your transaction.
Check the name, registered office and business purpose
Use the same full legal name throughout the bank application, incorporation documents and register filing. The registered office is a municipality, not simply a canton or a postal description. For example, a company based in Plan-les-Ouates should not automatically describe its registered municipality as the City of Geneva.
A street address is a separate register detail. Including it unnecessarily in the articles can make a later move more cumbersome. Ask the notary to distinguish the statutory registered municipality from the operating address.
The purpose should describe the planned activities accurately while allowing sensible development. An overly narrow purpose may require an early amendment. An excessively vague clause may fail to explain the business to banks, counterparties or the register.
Make the capital clauses consistent with the funding
An LLC requires at least CHF 20,000, fully paid up. An SA requires at least CHF 100,000 in subscribed share capital; at incorporation, at least 20% of each share’s nominal value and at least CHF 50,000 in total must be paid up.
Check the arithmetic: number of shares or membership interests multiplied by nominal value must match the declared capital. Ownership allocations, contributions and the bank confirmation must be consistent. If assets replace cash, the incorporation process requires additional documentation and checks.
Our guide to subscribed and paid-up capital in Switzerland explains these distinctions. For cash formation, also see how a capital deposit account works.
Rules to agree when there are several founders
Equal ownership does not automatically produce workable management. Before signing, discuss who decides, how decisions pass and what happens if someone wants to leave.
- Voting and majorities: identify decisions needing special approval and the risk of a 50/50 deadlock.
- Transfers: LLC interests generally require a written transfer and members’ approval, subject to legally permitted arrangements. SA share-transfer restrictions follow different rules.
- Additional obligations: consider whether LLC members should have additional contribution or ancillary obligations, and ensure any such clause is lawful and clearly limited.
- Management and representation: distinguish governance rules from the separate appointment of particular individuals and their signing authority.
Example: two founders each contribute CHF 10,000. One works full-time, the other one day a week. Equal capital does not settle their pay, an early departure or the price payable for an ownership interest. Those questions need explicit discussion and appropriate documents.
Articles or shareholders’ agreement: which document?
Articles can be consulted or ordered through the Commercial Register. Avoid adding confidential commercial arrangements unnecessarily. A shareholders’ agreement can address private commitments between its parties, but it cannot replace a clause that the law requires in the articles or override mandatory law.
| Subject | Usual document to consider |
|---|---|
| Name, purpose, capital and statutory ownership rights | Articles of association |
| Appointment of directors or managers | Incorporation documents or the relevant corporate resolution |
| Founder’s salary and work duties | Employment or mandate agreement |
| Private exit arrangements, valuation and disputes | Shareholders’ agreement, coordinated with the articles |
| Detailed SA management organisation | Organisational regulations where required or appropriate |
Use consistent terminology and check that transfer restrictions, voting commitments and exit mechanisms work together. Separate documents should support the same arrangement.
Checklist before the notary appointment
- Confirm the exact company name and registered municipality.
- Read the purpose against your current and foreseeable activities.
- Reconcile capital, nominal values, ownership allocations and contributions.
- Identify cash versus contributions in kind and any special rights.
- Review transfer restrictions, voting rules and potential deadlocks.
- Check management, representation and communication arrangements.
- Align private agreements with the articles and incorporation documents.
- Use a current template and obtain tailored review for investors, different share classes or additional funding obligations.
Short articles do not remove the rules on annual accounts, capital protection or dividends. Distributions require legally available profits or reserves and the proper decision. Dissolution and liquidation also have creditor-protection formalities; they are different from selling shares or arranging a founder’s exit.
An old template may contain outdated share-value or meeting provisions. Geneva provides an official SA template, but its availability does not mean it is suitable unchanged for every company.
How to amend Swiss articles of association
An amendment requires the decision of the competent company body, the applicable majority, a public deed and registration. An email agreement between founders is not enough. The precise documents depend on the change.
Coordinate the updated text, minutes, notarial deed and register application. Distinguish a statutory change from a non-statutory update, such as certain appointments or address details, which follows its own filing procedure.
Before you set up an SA in Switzerland or form an LLC, Karpeo can help prepare the financial and administrative information and coordinate with the notary. Our company formation advisory service helps you identify the points that need a tailored legal review.
Frequently asked questions
Does a Swiss sole proprietorship need articles of association?
No. Articles are required for an LLC or SA, not for a sole proprietorship. A sole trader may still need Commercial Register registration, social insurance recognition and appropriate accounting records.
Must every shareholder’s name appear in the articles?
Distinguish the articles from incorporation documents and register entries. A complete list of shareholders is not automatically part of the statutory text. Specific transactions, such as certain contributions in kind, may require particular names and details.
Are Swiss articles of association confidential?
No. They are accessible through the Commercial Register. Private arrangements can be documented separately where appropriate, but a mandatory statutory provision cannot be omitted simply to keep it confidential.
Can we use a template now and deal with disagreements later?
A template can be a starting point, but voting, transfers and funding should be discussed before incorporation. Later amendments can require approvals, a notarial deed and costs, and may be harder to agree once a dispute has arisen.
Sources and further reading
About the author
Romain Prieur
Romain is a Swiss certified accountant, entrepreneur and partner at Karpeo in Geneva. He supports business owners with company formation, accounting and taxation. He is also a co-founder of Entreprendre.ch.
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