Public notarization
founding
the
* (Name of the company)
based in * (Registered office of the company)
In the office of the notary's office * (Name of the notary's office) are published today:
- * (First name, surname, date of birth, Swiss place of residence or foreign nationality and home address);
- * (dito);
[Note: Reference to any agency relationships and, in the case of legal entities or other trading companies, to their company name, legal form and registered office (possibly country). The corresponding, available documents, such as certified powers of attorney, extracts from the commercial register, must be named individually in the certificate.
Example:
..., acting as an authorized representative for the founder * (complete personal details),
based on the notarized power of attorney dated * (date)
or
..., acting as a board member with individual signature for the founder * (company, legal form and seat),
based on an internet query in the commercial register dated * (date)
[Note: cf. VK-KS No. 368 No. 5 aE as well as Art. 12 HRegV] or
based on the certified extract from the commercial register dated * (date)
[Note: See § 92 in conjunction with § 15 NotV]
(For explanations of the introduction, see below
as well as to foreign legal entities as founders at the end of section III)
and explain:
I.
Under the company
* (Name of the company)
we are establishing a limited liability company based in * in accordance with the provisions of the Swiss Code of Obligations (OR) (Registered office of the company).
II.
We define the draft statutes before us as the valid statutes of the company in the process of being established. They are part of this certificate.
(See explanation below)
III.
The company's share capital is CHF * (Share capital) and is divided into * (Number, if applicable, category of the ordinary shares, e.g. voting rights or preferred ordinary shares) Ordinary shares at CHF * each (Face value), which at the issue amount of CHF * (at least at face value) are drawn for each share as follows:
- a) * Ordinary shares of * (First name, surname of one of the founders)
- b) * Ordinary shares of * (First name, last name of the other founder)
* Total shares
=================
[Note: In Item III, reference must be made to the statutory provisions listed in Art. 777a Para. 2 OR, such as obligations to make additional payments, obligations to provide ancillary services, non-competition for the shareholders, pre-emptive, pre-emptive and purchase rights of the shareholders or the company, and contractual penalties .]
(For an explanation of foreign legal entities as shareholders, see below)
IV.
The following contributions have been made:
CHF * in money, by depositing with the * (Name and address of the bank), as an institution subject to the Federal Law on Banks and Savings Banks, according to their present written certificate dated * (Date), at the exclusive disposal of the company.
As a result, the contributions corresponding to the issue price of all common shares are fully paid.
V.
We note that:
- all shares are validly subscribed;
- the deposits correspond to the total issue amount;
- the legal and statutory requirements for the contribution are met.
[Note: If necessary, add with
- we assume the statutory obligation to make additional contributions or ancillary services.]
VI.
We order as:
managing Director
* (First name, surname, date of birth, Swiss place of residence or foreign nationality and residential address as well as authorization to sign),
who hereby declares acceptance (or if applicable: whose declaration of acceptance is available).
[Note: If there are several managing directors, the chairmanship is to be regulated, cf. Art. 809 Paragraph 3 OR, if, according to the statutes, the management is not responsible for appointing the chairman.]
Auditor
* (in the case of legal persons and partnerships their company name, legal form and registered office or, in the case of sole proprietorships, the company registered in the commercial register and their registered office).
Their declaration of acceptance is available.
(See explanation below)
[Note: If necessary, omit the auditor and replace it with the following text:
All founders declare that they will forego the limited audit and thus the election of an auditor because the company to be founded does not have more than ten full-time positions and does not meet the requirements for the obligation to perform a regular audit.]
VII.
The domicile is * (Address of the company, with reference to its own business premises or the declaration of the domicile holder).
[Note: Any existing domicile holder declaration must be named in the document; see also explanation below]
VIII.
Finally, we declare the company to be founded in accordance with the statutory provisions.
The management has to register the company for entry in the commercial register.
Furthermore, we authorize each founder or managing director individually to make any changes to the statutes or the constitutional act required due to complaints by the commercial register authority by means of a publicly notarized addendum in the name of all founders.
[Note: This authorization can be omitted]
* (Place), * (Date)
……………………………………….. ………………………………………..
* (First name and surname, * (First name and surname,
possibly company) possibly company)
The signing notary confirms within the meaning of Art. 777b (1) OR that you and the founders or their representatives have received all of the documents individually named in this document.
This document (with statutes) contains the party will communicated to me. It has been read, recognized as correct and signed by the persons named in the document.
* (Place), * (Date)
Explanations
in general:
A GmbH can also only be founded by 1 natural or legal person or other trading company (Art. 775 OR). If only one natural person is founding (or acting as a founding representative), the deed of incorporation must be drawn up in singular.
introduction:
When representing founders or legal entities as founders, the provisions of the Zurich Notaries' Ordinance (NotV) must be observed. Double representation, self-contracting or substitution are to be explicitly mentioned in the power of attorney. For foreign legal entities, see explanation of section III below.
to Section II:
When the company is founded, the articles of association attached to the deed within the meaning of Art. 777b, Para. They are therefore also to be enclosed with the copies of the establishment deed.
Re No. III:
In the case of a GmbH, every partner must be entered in the commercial register (Art. 73 Para. 1 lit. i HRegV).
If a partner is registered as a legal entity in the Swiss commercial register, no further documents are required.
On the other hand, the existence of a foreign legal entity is to be evidenced by a current certified extract from the foreign commercial register or by an equivalent document, whereby public documents and certifications issued abroad must be accompanied by a certificate from the competent authority at the place of establishment, which confirms that they have been issued by have been established by the responsible notary, e.g. apostille (cf. Art. 24 and 25 HRegV).
This document on the proof of existence (and the authority to sign for the organs) of foreign legal entities can also be used for the notarization of the constitutional act.
to Section VI:
For the requirements of the auditor, Art. 727b and Art. 727c OR must be observed (licensed auditor or licensed audit expert or state-controlled audit company).
Natural persons are only allowed to provide auditing services independently if they are registered as sole proprietorships in the commercial register (Art. 8 Para. 1 RAV).
re Item VII:
The reference to the future domicile is used by the commercial register office for the entry in the register. It can be omitted from the deed of incorporation if the domicile has not yet been determined or the possibly necessary declaration of domicile holder is not yet available. However, the domicile must be listed in the commercial register registration.