Swiss LLC articles of association: free template and rules

Articles of association for a Swiss LLC (Sàrl/GmbH) do more than meet an incorporation requirement. They set the company’s operating rules and define how its members exercise their rights and fulfil their duties.

To help you prepare for forming your Swiss LLC, we provide a free English-language model below.

What are the articles of a Swiss LLC?

For a Swiss limited liability company (Sàrl/GmbH), the articles are a founding document defining its structure and operating rules. They set out members’ rights and obligations and the way company decisions are made.

Well-drafted articles connect the legal structure to the founders’ project. They determine who can decide what, how ownership interests can change hands and which restrictions apply.

Tailored provisions help clarify management, address internal disagreements and give investors and business partners a clearer understanding of the company’s organisation.

The aim is practical: everyone should understand the rules before a disagreement or a proposed share transfer puts them to the test.

What must Swiss LLC articles contain?

Swiss law requires the following provisions in an LLC’s articles:

• the registered company name ;
• the registered office;
• the share capital (in French) ;
• the corporate purpose ;
• the number and nominal value of membership shares;
  the form of company notices to members.

Free articles of association template for a Swiss LLC

The model below helps English-speaking founders understand and prepare their articles. It contains optional choices, including pre-emption rights, a non-compete clause and a withdrawal right. Have these adapted by the professional handling incorporation. This English version is a working model; agree the final document and language with the notary and the relevant cantonal commercial register.

Sample articles of association for a Swiss LLC

Company name, registered office and purpose

Article 1 — Company name

A limited liability company is established under the name Example Sàrl in accordance with Articles 772 onwards of the Swiss Code of Obligations (CO).

Article 2 — Registered office

The company’s registered office is in Lausanne.

Article 3 — Purpose

The company’s purpose is [describe the company’s activities here].

The company may establish branches in Switzerland and abroad, participate in other businesses in Switzerland and abroad, acquire or establish businesses with an identical or similar purpose, carry out commercial, financial, movable-property or other transactions and enter into agreements suitable for furthering its purpose or directly or indirectly related to it.

Share capital

Article 4 — Capital

1. The share capital is CHF 20,000, fully paid in.
2. It is divided into 200 membership shares of CHF 100 each, fully paid in.

Membership shares

Article 5 — Register of membership shares

1. The managing directors shall maintain a register of membership shares.
2. The register shall contain:
   • each member’s name, address and date of birth (DD/MM/YYYY);
   • the number, nominal value and any classes of membership shares held by each member;
   • the names, addresses and dates of birth (DD/MM/YYYY) of usufructuaries and pledgees.
3. Members who may not exercise voting rights and the associated rights shall be identified as non-voting members.
4. Members shall notify the managing directors of any change to the details recorded in the register.
5. Every member has the right to inspect the register.

Article 6 — Transfer

1. A transfer of membership shares and an obligation to transfer them must be in writing.
2. Unless the acquirer is already a member, the transfer agreement must contain the same references to rights and obligations under the articles as the subscription document.
3. A transfer requires approval by the members’ meeting.
4. The members’ meeting may refuse approval without giving reasons.
5. The transfer takes effect only once approval has been granted.
6. Approval is deemed granted if the members’ meeting does not refuse it within six months of receiving the request.

Article 7 — Special forms of acquisition

1. Where membership shares are acquired by inheritance, division of an estate, matrimonial property law or compulsory enforcement, all attached rights and obligations pass to the acquirer without approval by the members’ meeting.
2. To exercise voting rights and associated rights, the acquirer must nevertheless be recognised by the members’ meeting as a voting member.
3. Recognition may be refused only if the company offers to acquire the shares at their real value at the time of the request. The offer may be made for the company, other members or third parties. If the acquirer does not reject the offer within one month after learning the real value, the offer is deemed accepted.
4. Recognition is deemed granted if the members’ meeting does not refuse it within six months of the application.

Article 8 — Usufruct

1. The contractual creation of a usufruct over a membership share is excluded.
2. Where a usufruct arises under inheritance law, rights and obligations are allocated as follows:
   • voting rights and associated rights: to the usufructuary under Article 806b CO;
   • dividends: to the usufructuary;
   • preferential subscription rights for new membership shares: to the member;
   • pre-emption rights over membership shares: to the member;
   • rights to liquidation proceeds: to the member;
   • receipt of the management report: to both the member and usufructuary;
   • information and inspection rights: to both the member and usufructuary;
   • duty of loyalty: to both the member and usufructuary;
   • non-compete obligation: to both the member and usufructuary;
   • waiver of the appointment of an auditor: to both the member and usufructuary.

Article 9 — Pledge

1. The creation of a pledge over a membership share requires approval by the members’ meeting.
2. Approval may be refused only for good cause.

Members’ rights and duties

Article 10 — Duty of loyalty and non-compete obligation

1. Members must preserve business confidentiality.
2. Members shall refrain from conduct detrimental to the company’s interests. In particular, they may not conduct business that gives them a special advantage while adversely affecting the company’s purpose.
3. Members may not carry out activities that compete with the company.
4. Activities departing from the duty of loyalty or non-compete obligation may be carried out with the members’ meeting’s approval under Article 21(3) of these articles.

Article 11 — Pre-emption rights: procedure

1. Each member has a pre-emption right over the membership shares of other members under the following conditions.
2. A member selling shares in circumstances triggering a statutory pre-emption event must notify the other members and managing directors by registered letter within 30 days of that event.
3. Beneficiaries may exercise their right within 60 days of receiving notice of the event, by registered letter to the managing directors.
4. The right must be exercised over all shares concerned. If several beneficiaries exercise it, the shares shall be allocated in proportion to their holdings in the share capital.
5. Within 10 days after the exercise period expires, the managing directors shall notify members by registered letter of any exercise of the right. If exercised, the shares must be transferred to those members within 60 days after expiry of the exercise period, against payment of the full sale price.

Article 12 — Pre-emption rights: determination of real value

1. The pre-emption right shall be exercised at the real value of the shares when the pre-emption event occurs.
2. If the parties do not agree on real value within 30 days after the managing directors’ notice of exercise, they shall submit their proposed prices to the managing directors in writing. Failing agreement, a licensed audit expert acting as arbitrator shall determine the value finally and bindingly for all parties.
3. If the parties cannot agree on the licensed audit expert’s appointment, the president of the cantonal court at the company’s registered office shall appoint the expert, finally and without appeal.
4. Before making a final determination, the arbitrator shall submit the proposed valuation, supporting documents and valuation principles to all parties for a single round of written comments.
5. The parties shall bear valuation costs in proportion to the difference between their written proposals under paragraph 2 and the expert’s valuation.
6. If the president of the cantonal court declines to appoint an expert arbitrator, the ordinary court or an arbitral tribunal shall determine the real value.

Article 13 — Delivery of the management report

1. The management report and audit report shall be provided to members at least 20 days before the ordinary members’ meeting.
2. After the meeting, members shall receive the management report in the form approved by the meeting.

Members’ meeting

Article 14 — Powers

1. The members’ meeting (in French) is the company’s supreme governing body.
2. It has the following non-transferable powers:
   • to amend the articles of association;
   • to appoint and remove managing directors;
   • to appoint and remove auditors;
   • to approve the annual report and consolidated financial statements;
   • to approve the annual financial statements, determine the use of balance-sheet profit and declare dividends;
   • to decide on repayment of capital reserves;
   • to determine managing directors’ remuneration;
   • to discharge the managing directors;
   • to approve membership share transfers or recognise an acquirer as a voting member;
   • to approve pledges over membership shares where required by the articles;
   • to decide on the exercise of preferential, pre-emption or purchase rights under the articles;
   • to authorise or approve the company’s acquisition of its own membership shares;
   • to adopt regulations on ancillary obligations where the articles refer to them;
   • to approve activities of managing directors and members departing from loyalty or non-compete duties where the articles waive unanimous consent;
   • to decide to apply to the court for a member’s exclusion for good cause;
   • to dissolve the company;
   • to approve management transactions made subject to its approval by the articles;
   • to decide matters reserved to it by law or the articles, or submitted by the managing directors.

Article 15 — Convening meetings

1. The ordinary members’ meeting shall be held annually within six months after the financial year ends. Extraordinary meetings shall be convened whenever necessary.
2. Meetings shall be convened by the managing directors or, where necessary, the auditor or court. Liquidators may also convene a meeting.
3. One or more members together representing at least 10% of capital or voting rights may request a meeting in writing, stating the agenda items and proposals.
4. At least 20 days’ written notice shall be given by letter, fax, email or other electronic communication, subject to Article 17.
5. Meetings may take place at several locations or entirely electronically, subject to legal requirements and cantonal rules governing public deeds where such a deed is required.
6. Management shall choose the necessary technical tools or software and inform participants in the notice.
7. The technical arrangements must ensure: 1) clear identification of participants; 2) electronic transmission of contributions; 3) effective participation in discussion and submission of proposals; and 4) results that cannot be falsified. They must be readily accessible and usable by members. Contributions shall be transmitted live.
8. If technical problems on the company’s side prevent a multi-site or virtual meeting from being properly conducted, the meeting must be reconvened.
9. Resolutions adopted before the technical problems arose remain valid.
10. An independent proxy shall be appointed for every multi-site or virtual meeting unless all members waive this requirement.

Article 16 — Agenda

1. The notice shall state the date, time, format and place, agenda items, management proposals and any member proposals. Where applicable, it shall state the independent proxy’s name and address.
2. No resolution may be adopted on a matter not duly included on the agenda, except proposals to convene an extraordinary meeting, institute a special investigation or appoint an auditor.
3. Advance notice is not required for proposals within an announced agenda item or discussions not followed by a vote.

Article 17 — Simplified decision-making

1. With all members’ agreement, a meeting may be held without observing the usual notice formalities (universal meeting).
2. While all members or their representatives are present, it may validly discuss and decide any matter within the members’ meeting’s powers.
3. Resolutions may also be adopted in writing unless a member requests discussion.

Article 18 — Chair and minutes

1. The chair of management shall chair the members’ meeting and appoint a secretary and vote counters, who need not be members.
2. The minutes shall record:
   • the date, start and end times, format and place;
   • the number and nominal value of membership shares represented;
   • resolutions and election results;
   • requests for information and responses;
   • statements that members request to be recorded;
   • significant technical problems during the meeting.
3. The minutes shall be signed by their author and the meeting chair.
4. The managing directors shall provide a copy to every member.

Article 19 — Representation

1. Members may represent their own shares at the meeting or appoint a third party by written proxy.

Article 20 — Voting rights

1. Each member’s voting rights are determined by the nominal value of the membership shares held.
2. Every member has at least one vote.

Article 21 — Resolutions

1. The members’ meeting shall adopt resolutions and hold elections by an absolute majority of the votes represented, subject to contrary legal provisions or paragraph 3 of this article.
2. The chair shall have a casting vote.
3. A resolution supported by at least two-thirds of the votes represented and an absolute majority of the share capital carrying exercisable voting rights is required to:
   • amend the corporate purpose;
   • introduce membership shares with preferential voting rights;
   • restrict, prohibit or facilitate membership share transfers;
   • approve a share transfer or recognise an acquirer as a voting member;
   • increase share capital;
   • restrict or exclude preferential subscription rights;
   • change the currency of the share capital;
   • approve activities of managing directors or members departing from loyalty or non-compete obligations;
   • apply to the court to exclude a member for good cause;
   • transfer the registered office;
   • introduce an arbitration clause in the articles;
   • dissolve the company.
4. Provisions requiring a greater majority than the law may be adopted, amended or repealed only by that greater majority.

Management

Article 22 — Appointment and removal of managing directors

1. One or more managing directors shall manage and represent the company.
2. The members’ meeting shall elect managing directors for a one-year term. They may be re-elected.
3. Only natural persons may be managing directors. They need not be members.
4. The members’ meeting may remove a managing director it appointed at any time.

Article 23 — Organisation

If there are several managing directors, the members’ meeting shall appoint the chair. Otherwise, management shall organise itself freely.

Article 24 — Powers of managing directors

1. Management is responsible for all matters not assigned to the members’ meeting by law or these articles.
2. It has the following non-transferable and inalienable duties:
   • overall management of the company and issuance of necessary instructions;
   • organisation of the company within the law and these articles;
   • establishment of accounting, financial control and financial planning principles where necessary for management;
   • supervision of persons entrusted with management tasks, particularly compliance with law, the articles, regulations and instructions;
   • preparation of the management report;
   • preparation of members’ meetings and implementation of their resolutions;
   • application for a composition moratorium and notification of the court in the event of overindebtedness.
3. Management may appoint executive directors, holders of commercial powers of attorney and other commercial agents.
4. The chair of management or sole managing director shall:
   • convene and chair members’ meetings;
   • send all notices to members;
   • ensure that the required applications are filed with the commercial register.

Article 25 — Management decisions

1. Where there are several managing directors, decisions shall be adopted by a majority of votes cast.
2. The chair shall have a casting vote.
3. For decisions requiring a public deed, the presence of one managing director is sufficient.
4. The chair may convene a management meeting by telephone, videoconference or other electronic means unless a majority requests an in-person discussion, provided participants can be identified unambiguously. Decisions follow the rules applicable to management meetings.

The provisions governing multi-site and virtual members’ meetings apply to management by analogy.

Article 26 — Duties of care and loyalty

1. Managing directors and third parties entrusted with management shall perform their duties with due care.
2. They shall faithfully safeguard the company’s interests and preserve business confidentiality.
3. They shall refrain from conduct detrimental to the company. In particular, they may not conduct business giving them a special advantage while adversely affecting the company’s purpose.

Article 27 — Exemption from the non-compete obligation

Managing directors and third parties entrusted with management may compete with the company under the conditions of Article 21(3).

Article 28 — Equal treatment

Managing directors and third parties entrusted with management shall treat members in the same situation equally.

Article 29 — Representation

1. The members’ meeting shall determine managing directors’ signing arrangements.
2. At least one managing director must be authorised to represent the company.
3. The company must be capable of representation by a person resident in Switzerland who is a managing director or executive director. That person must have access to the register of membership shares and the beneficial owners list required under the applicable rules.
4. Management may regulate the details of representation by executive directors, holders of commercial powers of attorney and other commercial agents.

Auditor

Article 30 — Audit

1. The members’ meeting shall appoint an auditor.
2. It may waive the appointment of an auditor (in French) if:
   • the company is not subject to an ordinary audit;
   • all members agree; and
   • the company has no more than 10 full-time equivalent employees on annual average.
3. A waiver of the limited audit also applies to subsequent years. However, each member may request a limited audit and appointment of an auditor no later than 10 days before the members’ meeting. In that event, the meeting may adopt the resolutions under Article 14(2), items 4 and 5 only after the audit report is available.

Article 31 — Auditor requirements

1. One or more natural persons, legal entities or partnerships may be appointed as auditor.
2. The auditor must have a domicile, registered office or registered branch in Switzerland. If there are several auditors, at least one must meet this requirement.
3. Where an ordinary audit is required under:
   • Article 727(1), item 2 or 3, together with Article 818(1) CO;
   • Article 727(2), together with Article 818(1) CO;
   • Article 818(2) CO; or
   • Article 825a(4) CO,

   the members’ meeting shall appoint a licensed audit expert under the Federal Audit Oversight Act of 16 December 2005.

4. Where a limited audit is required, the members’ meeting shall appoint a licensed auditor under that Act. The waiver under Article 30 remains reserved.
5. The auditor must be independent under Article 728 or 729 CO, as applicable.
6. The auditor shall be elected for one financial year. The term ends upon approval of the relevant annual accounts. Reappointment is permitted.
7. The members’ meeting may remove the auditor only for good cause.

Financial reporting

Article 32 — Financial year

The financial year begins on 1 January and ends on 31 December.

Article 33 — Annual accounts

1. The annual accounts comprise the balance sheet, income statement and notes.
2. They shall be prepared in accordance with the Code of Obligations, particularly Articles 957 onwards, and the general principles of proper financial reporting.

Article 34 — Reserves and dividends

1. A dividend may be declared only after the required allocations to statutory and article-based reserves have been made.
2. The members’ meeting may determine the use of balance-sheet profit within legal limits.
3. Dividends may be paid only from balance-sheet profit and reserves established for that purpose.
4. Dividends shall be determined in proportion to the nominal value of each member’s shares.
5. The members’ meeting may approve an interim dividend based on interim accounts. These must be audited before the resolution unless an exemption under Article 675a(2) CO, applicable through Article 798 CO, applies. Capital and creditor protection rules remain reserved.

Withdrawal

Article 35

Every member may withdraw from the company subject to the following conditions:

• six months’ notice is given to the end of a financial year;
• at acquisition, the company has freely available equity sufficient to acquire the withdrawing member’s shares at their real value; and
• the acquisition does not take the company above the 35% limit for its own membership shares.

2. The acquisition value of own membership shares shall be deducted from equity under Article 659a(4), together with Article 783(4) CO. Holdings exceeding 10% of share capital must be reduced to 10% within two years through disposal or capital reduction under Article 783(2) CO.
3. This provision may be amended or repealed only with all members’ consent.
4. Every member may apply to the court for permission to withdraw for good cause.

Dissolution and liquidation

Article 36

1. The members’ meeting may resolve to dissolve the company. The resolution must be recorded in a public deed.
2. Management shall conduct liquidation unless the members’ meeting appoints other liquidators. Articles 742 onwards, together with Articles 821a and 826 CO, apply.
3. After debts are paid, the dissolved company’s assets shall be distributed to members in proportion to their contributions.

Notices and publications

Article 37

1. Notices to members shall be in writing, by letter, fax, email or other electronic communication.
2. The company’s official publication medium is the Swiss Official Gazette of Commerce (SOGC/FOSC).

Jurisdiction

Article 38

Disputes arising during the company’s existence or liquidation between members and the company, its management or auditors, or between members concerning company affairs, shall be submitted to the courts of the canton of its registered office, subject to appeal to the Federal Supreme Court.

Put the right rules in place before incorporation

Drafting articles is a key part of the company formation process. The model gives you a starting point, but decisions on share transfers, voting, competition and withdrawal deserve specific attention.

Discuss these choices with your co-founders and the professional preparing the incorporation. Articles that reflect your actual agreement make the company easier to manage and reduce uncertainty when circumstances change.

Frequently asked questions about Swiss LLC articles

Official sources and updates

The legal framework and source model are available here:

• Code of Obligations, Articles 772–827 (LLC).
• Federal Commercial Registry Office model articles (French; historical model).

English editorial adaptation: September 2026. The linked official model dates from 2017. Use current law and the notary’s final document when preparing incorporation, including any later changes to reporting and governance obligations.