The articles of association set out how a Swiss limited company — known as a société anonyme (SA) in French and an Aktiengesellschaft (AG) in German — operates. They specify its name, business activities, capital and how shareholders make decisions. They are adopted when the company is incorporated before a notary.
Drafting the articles means more than choosing a name and an amount of capital. Some clauses determine how shareholders vote, how shares can be sold and how the company is managed.
This article explains the required contents and the main clauses to discuss before signing. Simple examples show how these choices affect the company in practice.
Swiss SA/AG articles of association: at a glance
- Capital: at least CHF 100,000. At incorporation, at least 20% of the nominal value of each share must be paid in, with a minimum total of CHF 50,000.
- Contents: the company name, registered office, purpose, capital, shares and communications to shareholders are the basic requirements.
- Tailoring: make clear decisions about the purpose, share transfers, meetings and the powers of the company’s governing bodies.
- Formalities: completing a template does not create an SA/AG. A public deed and registration with the Commercial Register are required. Our register contacts page is in French.
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What are the articles of association for?
The articles provide the company’s legal framework. The notary and the Commercial Register use them during incorporation. Shareholders and board members then refer to them throughout the company’s life.
Imagine two people forming an SA/AG together. At first, they agree on everything. Two years later, one wants to sell their shares to someone else. Can they sell freely? Does the company have to approve? The articles provide part of the answer. A shareholders’ agreement may provide further rules.
A choice that seems minor can have practical consequences. Who decides when a vote is tied? Can a new investor join freely? Can shareholders meet entirely online? The answers depend on the law and the clauses chosen.
Here, we explain the main clauses and the decisions to make before signing. For a broader understanding of this legal structure, read our article on Swiss limited companies (SA/AG).
Articles of association, deed of incorporation and shareholders’ agreement
| Document | Purpose | Example |
|---|---|---|
| Articles of association | Organise the company within the rules of company law. | Capital, shares, meetings and communications. |
| Deed of incorporation | Record the incorporation before a notary and the founders’ decisions. | Adopting the articles and appointing the first governing bodies. |
| Shareholders’ agreement | Set contractual rules for the relationship between its signatories. | A founder’s exit, voting commitments or share transfer arrangements. |
A shareholders’ agreement does not replace the articles. The two documents must work together. A private agreement cannot override mandatory law or automatically have the same effect as a clause in the articles.
What must a Swiss SA/AG’s articles contain?
For an unlisted SA/AG, Article 626 of the Swiss Code of Obligations requires the items below. Other clauses become necessary if you want to use a particular option available under the law, such as holding a fully virtual general meeting.
| Item | What to specify | What to check |
|---|---|---|
| Company name | The full name, including the indication of the SA/AG legal form. | Check that it is distinct from names already registered. |
| Registered office | The municipality where the company has its registered office. | Distinguish the registered-office municipality from the street address of its offices. |
| Purpose | The activities the company intends to carry out. | Describe the actual business and its planned services. |
| Share capital | The amount, currency and contributions made. | Distinguish subscribed capital from the amount already paid in. |
| Shares | The number, nominal value and type of shares. | The number of shares multiplied by their nominal value must equal the capital. |
| Communications | How the company will communicate with shareholders. | Choose a workable process, particularly for meeting notices. |
A fuller set of articles also covers the governing bodies, audit, accounts, dividends and liquidation. These clauses explain how the SA/AG operates. Their inclusion does not mean that each is part of the minimum list in Article 626 CO.
An example to understand the structure of the articles
The articles may cover much more than the mandatory items. The table below outlines an example with 35 articles, for an unlisted SA/AG with registered shares and cash contributions. It shows how the different clauses fit together.
Illustrative example: fully paid capital of CHF 100,000, divided into 1,000 shares of CHF 100 each, represents a simple situation. The clauses must be adapted to the business and finalised with the notary. Contributions in kind, fundraising or special rights call for different provisions.
| Articles | Topic | Decision to prepare |
|---|---|---|
| 1 to 4 | Name, registered office, purpose and duration. | Define the company’s identity and activities. |
| 5 to 10 | Capital, shares, transfers and registers. | Choose how capital is allocated and how new shareholders can join. |
| 11 to 21 | General meeting. | Set the arrangements for meetings and decisions. |
| 22 to 28 | Board of directors and audit. | Organise management, representation and oversight. |
| 29 to 35 | Accounts, profit, communications and liquidation. | Set rules for ongoing operations and winding up. |
Extract: company name, registered office and purpose
Company name: the limited company named “[COMPANY NAME] SA” is governed by these articles of association and the provisions of the Swiss Code of Obligations relating to limited companies.
Registered office: the company’s registered office is in [REGISTERED OFFICE MUNICIPALITY], in the canton of [CANTON].
Purpose: the company’s purpose is [CLEARLY DESCRIBE THE MAIN ACTIVITIES AND PLANNED SERVICES].
The purpose explains what your business intends to do. Vague wording designed to “allow everything” does not help readers understand its activities. A software business might, for example, mention development, sales and maintenance if these services match its plans. Our article explains how to define a Swiss company’s purpose.
Share capital: understanding CHF 100,000 and CHF 50,000
Subscribed capital is the amount shareholders commit to contribute. Paid-in capital is the portion they have already contributed. These amounts can differ.
The share capital of an SA/AG formed in Swiss francs must be at least CHF 100,000. At incorporation, at least 20% of the nominal value of each share must be paid in and, in every case, at least CHF 50,000 in total.
An SA/AG with CHF 100,000 in capital and CHF 50,000 paid in therefore does not have capital of CHF 50,000. Shareholders remain liable to pay the balance on the shares they subscribed for.
| Subscribed capital | Minimum to pay in | Why? |
|---|---|---|
| CHF 100,000 | CHF 50,000 | The overall minimum of CHF 50,000 applies. |
| CHF 200,000 | CHF 50,000 | 20% amounts to only CHF 40,000. |
| CHF 300,000 | CHF 60,000 | 20% of each share amounts to CHF 60,000 in total. |
The example uses fully paid shares to keep things simple. If you choose partial payment, make sure the capital clause, subscriptions and bank documents are consistent. Cash contributions are deposited in a capital payment account.
Clauses to discuss before signing
Share transfers: controlling who becomes a shareholder
Registered shares are shares whose owner is recorded in the company’s share register. In this example, a transfer requires the company’s approval. This allows the company to control the admission of new shareholders within the limits set by law. The board cannot reject any buyer without a valid reason.
An ordinary sale, inheritance and certain other acquisitions do not have exactly the same effects. The transfer procedure also depends on the form of the shares. Endorsement, for example, is not a universal procedure for uncertificated shares.
Virtual meetings and meetings abroad
Joining by video call a meeting held in a physical room is different from holding a meeting entirely online. For a fully virtual general meeting, the articles must expressly allow it. They must also allow meetings abroad if you want to use that option.
You also need to consider appointing an independent proxy: a person who can exercise voting rights on behalf of shareholders who authorise them. Whether the company can dispense with this appointment depends on the type of meeting and the conditions set by law.
The example allows these options and sets conditions for participation and voting. Keep them if they meet a real need and the company can organise the meetings properly.
Casting vote: a choice that can shift the balance
The example gives the chair of the general meeting a casting vote in the event of a tie, subject to mandatory qualified-majority requirements. Two founders with a 50/50 split need to understand what this means. This clause alone does not resolve every deadlock.
Board of directors and representation in Switzerland
Shareholders own the company. The board of directors is responsible for its overall direction and supervision. It helps to distinguish these roles even when the same person holds both.
The articles set the framework for the board. Its members must then be appointed, and signing authority must be assigned. The SA/AG must be representable by a person resident in Switzerland who is a board member or an executive officer. Our article on the board of directors of a Swiss SA (in French) explains these responsibilities.
Audit: opting out is not automatic
An audit is an examination of the accounts by an independent professional. Under certain conditions, a small SA/AG can waive the limited audit. This waiver is called opting out. Our detailed article on audit requirements is available in French.
Opting out requires, among other things, all shareholders’ consent, no more than ten full-time equivalent positions on annual average, and no requirement for an ordinary audit. Simply writing “subject to opting out” in the articles does not complete the procedure.
For an existing company, the waiver applies to future financial years, and registration must be requested before the start of the financial year concerned. A newly incorporated company needs supporting documents suited to its situation.
Beneficial owners: the October 2026 change
A beneficial owner is the individual who ultimately controls the business. This may be a direct shareholder or someone who controls another company that holds shares in it.
The legislation on the transparency of legal entities takes effect on 1 October 2026. It introduces obligations to identify these individuals, retain supporting documents and submit the required information. Check the deadlines and transitional rules for each situation. The transparency register is separate from the Commercial Register and is not open to the public.
Clauses on beneficial owners refer to the applicable legislation so that outdated obligations are not fixed in a clause that becomes incomplete. This reference does not remove the duty to submit the required notifications. Our article on the Swiss transparency register explains the obligations and procedures.
How can Entreprendre.ch help prepare your articles?
To prepare your articles with Entreprendre.ch, gather your business details: the name, registered office, activities, shareholders, capital and the people who will manage the company. We prepare your application and help you choose clauses suited to your business. We then coordinate the process with the notary.
Before signing, all documents must be consistent. For example, if the articles state that there are 1,000 fully paid shares of CHF 100 each, the capital must be CHF 100,000 and the other documents must reflect that situation.
The notary finalises the application and records the incorporation in a public deed, meaning a document drawn up in the legally required official form. The SA/AG becomes a legal entity when it is entered in the competent Commercial Register. It can then act in its own name.
Our article on choosing a Swiss company name helps you prepare the name in advance. If you contribute assets rather than money, read our explanation of contributions in kind (in French): the application and articles need to be adapted.
Can you amend the articles after incorporation?
Yes. The articles can evolve with the business. Changing the company’s name, purpose, registered-office municipality or capital involves specific decisions and formalities. A resolution amending the articles must be recorded in a public deed and entered in the Commercial Register, as required by Article 647 CO.
Some decisions require a qualified majority. These include a change of purpose or a transfer of the registered office. A street-address change within the same municipality does not necessarily change the registered office stated in the articles, but the registered address must still be updated.
Depending on your situation, see our services for changing your company’s purpose or moving its registered office.
Mistakes to avoid when using a template
- Changing only the name: the registered office, purpose, amounts and decision-making rules must also match the business.
- Confusing an SA/AG with an LLC: shares, governing bodies and transfer rules cannot be adapted by simply changing the terminology.
- Using an old list of mandatory clauses: Swiss company law has been revised. Check the current legal requirements and the options available for the articles.
- Choosing a voting clause without understanding its effect: it can change the balance between shareholders.
- Assuming the template completes the formalities: the deed of incorporation, registers, declarations and decisions of the governing bodies are still required.
Articles suited to how you want to run your business
A good template makes preparation easier. Its main value lies in the questions it prompts: what activities, what funding, who decides, and how can ownership evolve? Make these choices before signing, then check that they are consistent with the company’s other documents.
Frequently asked questions about Swiss SA/AG articles
Can I draft the articles of association of a Swiss SA/AG myself?
You can prepare a draft using a template. However, incorporating an SA/AG requires a public deed. The application and articles must be finalised with the notary before registration with the Commercial Register.
Can I use an LLC articles of association template for an SA/AG?
No. An SA/AG has share capital, shareholders and a board of directors. Its share transfer and organisational rules differ from those of an LLC (Sàrl/GmbH). Use a template suited to an SA/AG.
Can the articles state share capital of CHF 50,000?
For an SA/AG formed in Swiss francs, share capital must be at least CHF 100,000. CHF 50,000 is the overall minimum to pay in at incorporation, subject also to paying in at least 20% of the nominal value of each share.
Must shareholders’ names appear in the articles?
The list of shareholders is not part of the minimum contents required by Article 626 CO. Their rights are documented in particular in the share register. They must still provide the information required at incorporation and for identifying beneficial owners.
Must the articles authorise a fully virtual general meeting?
Yes. A general meeting without a physical venue requires a provision in the articles and compliance with the legal conditions, including those concerning an independent proxy. It differs from joining remotely a meeting that has a physical venue.
Do amendments to the articles require a notary?
A resolution amending the articles must be recorded in a public deed and entered in the Commercial Register. The required majority and supporting documents depend on the proposed amendment.
Official sources and references
References checked on 30 September 2026. These examples concern an unlisted SA/AG and must be adapted to the founders’ situation.
- Swiss Code of Obligations on Fedlex: in particular Articles 621, 626, 629, 632, 643, 647, 685a–685c, 701b–701f, 703, 704, 718, 727a and 730a.
- SECO SME portal: minimum legal requirements for the articles (in French).
- SECO SME portal: legal basis for an SA/AG (in French).
- SECO SME portal: steps to form an SA/AG (in French).
- Federal Office of Justice: Swiss transparency register and entry into force (in French).
- TranspaReg: official questions and answers (in French).
Romain Prieur is a Swiss-qualified accountant and founder of Entreprendre.ch. With more than ten years of experience in audit and business support in Switzerland, he advises entrepreneurs on company formation, accounting and tax.
