What is Memorandum of association?

A Memorandum of Association is a legal document that outlines the foundational structure and purpose of a company. It is one of the key documents required to form a company and defines its scope of activities, its relationship with shareholders, and its legal existence. In Switzerland, the memorandum is a crucial part of the incorporation process and is used to establish the company’s objectives and the powers of its directors and shareholders.

Key Features of a Memorandum of Association

  • Company Name and Legal Structure: The memorandum specifies the company’s legal name and the type of company being formed (e.g., limited liability company, joint-stock company).
  • Objectives and Business Activities: It outlines the company’s objectives, specifying the nature of the business or activities it intends to engage in. This helps determine the company’s scope of operations and ensures that its activities are in line with legal requirements.
  • Share Capital and Ownership: The memorandum includes details about the company’s share capital, the number of shares, and the shareholders’ contributions. It also describes the rights and responsibilities of the shareholders.
  • Registered Office: The document must provide the address of the company’s registered office, which serves as the official address for legal correspondence.

Legal Considerations in Switzerland

In Switzerland, the memorandum of association is required to be submitted to the commercial registry during the company formation process. It must comply with the Swiss Code of Obligations and be signed by the founding members or shareholders. The document serves as the legal foundation of the company and is used in conjunction with the articles of association, which govern the company’s internal management.

  • Regulatory Compliance: Swiss law requires that the memorandum of association is consistent with national regulations. This includes ensuring that the company’s activities are lawful and that the share capital meets the minimum required for the type of company being incorporated.
  • Public Access: Once registered, the memorandum of association becomes a public document, meaning it can be accessed by anyone interested in understanding the company’s structure and purpose. This provides transparency and legal clarity for shareholders, investors, and other stakeholders.

The memorandum of association is a fundamental document that plays a key role in the formation and governance of companies in Switzerland. It ensures legal compliance, outlines the company’s objectives, and helps establish the company’s relationship with its shareholders.