Articles of association
The notary records, they do not design your company. The purpose, the rules for transferring shares and the division of powers are decided before the appointment. Those three points are exactly what articles copied from a template leave open, and exactly where a dispute between partners lands.
Who it is forFounders of a Sàrl or SA, entrepreneurs moving from sole proprietorship to a company, trustees preparing an incorporation, partners rewriting articles that no longer match reality.
Order
Articles and deed of incorporation ready for the notary, with the company name checked before drafting and the list of documents for the commercial register.
Understand
How much capital, and how much paid up?
Twenty thousand francs for a Sàrl, fully paid up. One hundred thousand for an SA, of which at least fifty thousand paid up and never less than twenty per cent of the capital. Contributions stay blocked on an escrow account until entry in the commercial register.
Art. 773 and 777c CO, art. 621 and 632 CO
Must the corporate purpose be precise?
It must state the actual activity in comprehensible terms; the commercial register office rejects purposes that are too vague. Drawn too narrowly, it forces an amendment to the articles, hence a notarial deed, as soon as you broaden your activity. That trade-off is documented with you.
Art. 776 no. 2 and art. 626 CO
How are shares in a Sàrl transferred?
Transfer requires written form and, unless the articles provide otherwise, approval by the members' meeting. The articles may remove that approval, tighten it, or prohibit transfer altogether. Providing nothing means keeping the default rule without having chosen it.
Art. 785 and 786 CO
Is an auditor required?
An ordinary audit applies beyond two of the three thresholds over two financial years: twenty million in total assets, forty million in turnover, two hundred and fifty full-time positions. Below that a limited audit applies, and a company with fewer than ten full-time positions may waive it with the consent of all members.
Art. 727 and 727a CO
Going further
FAQ
The Sàrl requires twenty thousand francs and makes the members visible in the commercial register. The SA requires one hundred thousand, keeps shareholders out of the register and is more easily transferred. The company formation page compares the three forms, and we discuss it before drafting.
No. Incorporation requires a public deed, so your presence or a power of attorney before the notary of your choice. We deliver the articles and the deed ready to be recorded, which shortens the appointment and reduces the fee.
Yes, it is included: the central index of company names and Swissreg trademarks, before drafting. For an in-depth search covering likelihood of confusion and domains, the name clearance check is a separate service.
They vary by canton and legal form, between the notarial deed and the commercial register entry. We give the estimate for your canton on delivery, so you know the total cost before committing.
That is a separate document, and often the most useful: it settles between partners what the articles cannot say, pre-emption, exit, valuation, non-competition. Tell us if you want both.
A question before ordering?
You are hesitating between a Sàrl and an SA, or several partners are joining the capital: describe the project here. Personal reply within two business days.
