When to use this template
Use it when you are incorporating a Swiss company limited by shares (AG) with a small circle of shareholders, or when an existing company's articles have grown into a photocopied stack nobody has read since the founding. The template is deliberately lean: nineteen short articles covering what the law demands and the few choices that genuinely matter in a closely held company.
It is not built for a listed company, and it deliberately leaves out instruments such as the capital band, conditional capital or participation certificates. Those are useful where they are needed, but each brings its own statutory machinery, and articles carrying unused machinery are harder to read and easier to get wrong.
The articles bind everyone; a contract binds its signatories
The articles are the company's constitution. They bind every shareholder, present and future, the moment a share changes hands, and they are public at the commercial register. A shareholders' agreement binds only the people who signed it. That difference is the design decision running through the whole document: what third parties must be able to rely on belongs in the articles (capital, purpose, who signs for the company); the bargain among today's shareholders (board seats, tag-along, drag-along, vesting) belongs in the shareholders' agreement, for which we publish a separate template. The day-to-day management structure belongs in neither: that is what the board's organisational regulations are for.
Art. 626 CO fixes the mandatory minimum content: name, seat, purpose, the capital and the shares. Everything beyond that minimum is a choice with consequences, because changing the articles later requires a notary and, for the sensitive subjects, a qualified majority. Decide the contested points now, while everyone still agrees.
The articles, one by one
Company name, seat, purpose and duration (art. 1 to 3)
The purpose clause is read by more people than you expect: the commercial register at incorporation, banks opening accounts, counterparties checking capacity. Describe the actual field of activity and let the standard sentence on branches, participations and related transactions provide the room to grow. A purpose so wide it says nothing raises questions instead of answering them.
Share capital and the share register (art. 4 and 5)
The capital, the number of shares and the nominal value are placeholders. The law fixes a minimum share capital (Art. 621 CO) and a minimum contribution to be paid in on incorporation (Art. 632 CO); the drafting note in the document tells you to verify your figures against those provisions with the notary rather than copy numbers from someone else's statutes. The shares are registered shares, and under Art. 686 CO the company keeps a share register that decides whom it treats as a shareholder. In small companies the register is the document most often forgotten until a dispute makes it decisive.
The transfer restriction (art. 6)
For a closely held company this optional article is the most consequential one in the document. Without it, registered shares are freely transferable and a co-founder can sell to anyone. With it, transfers need board approval, which may be refused for a good cause stated in the articles or by offering to take over the shares at their real value, the mechanism of Art. 685b CO. The clause is marked optional in the document; delete it only deliberately, and coordinate it with the right of first refusal in your shareholders' agreement. The restriction keeps outsiders out; the agreement organises the insiders.
The general meeting (art. 7 to 10)
The general meeting holds the powers listed in Art. 698 CO: it adopts and amends the articles, elects the board and the auditor, and approves the accounts. The template keeps the statutory default of a majority of votes cast and, for the important resolutions, refers to the qualified-majority list of Art. 704 CO instead of restating it, so the articles do not silently drift out of date when the law changes. It also allows universal meetings and written resolutions, which is how most closely held companies actually decide.
The board of directors (art. 11 to 14)
One or more members, elected annually, self-constituting, with the option of organisational regulations. The non-transferable duties of Art. 716a CO are referenced rather than paraphrased: the board cannot delegate them away, whatever the articles say. The signing authority in art. 14 is what the register publishes; collective signature by two is the cautious default, individual signature the convenient one.
The auditor (art. 15)
The general meeting elects the auditor annually. Companies without a public dimension below the size thresholds of Art. 727 CO undergo a limited audit, and Art. 727a CO lets very small companies waive even that with the consent of all shareholders (the opting-out). Many closely held companies opt out; before you do, ask whether a future investor or lender will want audited numbers anyway.
Financial year, communications and dissolution (art. 16 to 19)
Housekeeping: the board sets the financial year, the general meeting allocates profit within the statutory reserve rules, the publication organ is the Swiss Official Gazette of Commerce, and dissolution follows the law. Nothing here should be interesting, and that is the point.