What is Articles of amendment?

Articles of amendment are legal documents used by a company to modify or change its original Articles of Incorporation or other foundational documents. In Switzerland, these amendments can involve changes to the company’s structure, name, objectives, share capital, or governance. The process allows businesses to adapt to evolving needs, regulatory requirements, or strategic goals while ensuring compliance with legal standards.

Key Features of Articles of Amendment

  • Company Changes: The articles of amendment are used to formally change any aspect of the company’s original formation documents, such as altering its name, business objectives, or share structure.
  • Approval Process: The amendments must be approved by the company’s shareholders, typically at a general meeting. A majority vote is required for changes to be made, and the amendments must comply with the Swiss Code of Obligations.
  • Legal Registration: After approval, the amended articles are filed with the Swiss commercial registry to ensure that the changes are officially recognized and legally binding.

Articles of Amendment in Switzerland

In Switzerland, the process for amending a company’s articles is governed by the Swiss Code of Obligations, which sets forth the legal framework for corporate governance. The changes made through the articles of amendment must adhere to both the company’s internal governance rules and external legal requirements.

  • Filing and Disclosure: Once amendments are agreed upon, they must be submitted to the Swiss commercial registry for public disclosure. This ensures transparency and allows stakeholders to view the updated legal framework of the company.
  • Shareholder Consent: The proposed changes must be approved by the company’s shareholders, usually through a formal resolution. In some cases, the consent of other stakeholders, such as creditors, may also be required depending on the nature of the amendments.

Articles of amendment provide companies with the flexibility to adapt to changes, such as business expansion, structural adjustments, or compliance with new laws. In Switzerland, this process is an essential part of maintaining a company’s legal and operational alignment with both internal goals and regulatory standards.