Statuten · articles of association
The articles of association are the founding charter of a company limited by shares, a limited liability company or a cooperative. The Code of Obligations sets their minimum content and how they may be amended. Statutes is a false friend: in English it means acts of parliament.
Request a demoThe term in four languages
- German
- Statuten
- French
- statuts
- Italian
- statuto
- English
- articles of association
Definition
For a company limited by shares, the founder members lay down the articles of association in the public deed by which they form the company (Art. 629 CO). The articles must contain provisions concerning the business name and seat of the company, its objects, the total share capital, its currency and the extent to which it is paid up. They also cover the number, nominal value and types of shares, and the form of the company's communications with its shareholders. Amendments are, as a rule, a matter for the general meeting. In certain cases provided for by law, in particular after a capital increase or reduction, the board of directors amends the articles. Any amendment must be done as a public deed and entered in the commercial register (Art. 647 CO).
Swiss federal acts are published in German, French and Italian, and all three versions are equally authoritative. The English term shown here comes from the Federal Administration's English translation, published on Fedlex for information only. Where there is no translation, it follows common usage.
Full glossaryThe term in an official text
powered by Neur.onDie Statuten müssen Bestimmungen enthalten über: 1. die Firma und den Sitz der Gesellschaft; 2. den Zweck der Gesellschaft; 3. die Höhe und die Währung des Aktienkapitals sowie den Betrag der darauf geleisteten Einlagen; 4. Anzahl, Nennwert und Art der Aktien; 5. und 6. … 7. die Form der Mitteilungen der Gesellschaft an ihre Aktionäre.
The articles of association must contain provisions concerning: 1. the business name and seat of the company; 2. the objects of the company; 3. the total share capital, its currency, and the extent to which it is paid up; 4. the number, nominal value and types of shares; 5. and 6. ... 7. the form of the company’s communications with its shareholders.
Source: Fedlex, Code of Obligations. In Corrext, this segment and the ones around it appear in Fast lookup CHnell, each with its reference.
Related terms
A company that is liable for its obligations only to the extent of its own assets.
Generalversammlung · general meetingThe supreme governing body of a company limited by shares, made up of its shareholders.
Aktienkapital · share capitalThe capital of a company limited by shares, divided into shares and set in the articles of association.