The minutes of the incorporation meeting

Setting up a Swiss capital company does not end with signing a contract: it passes through a formal act, drawn up as a public deed before a notary, in which the founders declare that they are forming the company and adopt a series of fundamental decisions. The document that records and certifies these decisions is the minutes of the incorporation meeting. It is a technical act, but understanding it helps you not to arrive at the notary unprepared.

What it is, concretely

The minutes of the deed of incorporation are the official record of the founders’ will to bring an AG or a GmbH to life. They are drawn up as a public deed: this means that a notary, as a public official, notes the parties’ declarations, verifies the founders’ identity and attests to the conformity of the acts performed. Without this form, the company simply does not come into being: the incorporation of an AG and a GmbH always requires a public deed.

The minutes are not to be confused with the articles of association. The articles are the company’s “internal constitution” (purpose, capital, bodies, operating rules); the incorporation minutes are the act by which the founders declare that they are forming the company, adopt those articles and take the first operational decisions.

The founders’ declarations

In the minutes the founders declare, among other things:

that they are forming a capital company with a given business name and registered office;
that they are adopting the articles attached to the deed;
that they are subscribing all the shares (AG) or the quotas (GmbH), stating the amount subscribed by each;
that the contributions correspond to the full issue price and are at the company’s disposal in accordance with the rules of law.

These declarations are the basis on which the notary builds the deed and on which the entry in the register rests.

The indispensable attestations

For the incorporation to be valid, the minutes must record certain verifications. The main ones:

capital deposit attestation: the bank confirms that the cash contributions have been paid into a blocked escrow account, at the exclusive disposal of the future company;
in the case of contributions in kind, the existence of the relevant contracts and of the documentation justifying their value;
the founders’ declaration (Stampa declaration) on the absence of other contributions in kind, asset acquisitions or special advantages beyond those indicated.

These are steps that serve to protect future creditors and the integrity of the declared capital: the commercial register does not register a company if these conditions do not appear from the deed.

The appointments and the first decisions

In the same context, the founders appoint the company’s bodies:

the members of the board of directors (AG) or the managing officers (GmbH);
the auditors, or the declaration waiving the audit (opting-out) where the conditions allow, typically in small companies with few employees and no obligation of ordinary audit.

The signatory powers are also defined. All these decisions go into the minutes and, in turn, into the notification to the commercial register.

Why formal care matters

The incorporation minutes are the document the commercial register examines in order to register the company: the business name, the registered office, the purpose, the capital, the bodies and the signatory powers all derive from here. An error or an inconsistency — capital not aligned with the articles, an imprecise appointment, a missing attestation — blocks the registration and delays the birth of the company. Since legal personality is acquired only upon registration, every imprecision carries a real cost in time.

It should also be remembered that whoever acts in the name of the company before registration is personally liable: the obligations assumed pass to the company only if it accepts them within the legal time limit after registration. This too is why the sequence — deed of incorporation, registration, ratification — must be managed in an orderly way.

Mistakes to avoid

Showing up at the notary with non-final articles or articles inconsistent with the decisions on contributions.
Underestimating the choice on the audit and the signatory powers, which must be decided at the incorporation stage.
Neglecting the declaration on contributions in kind, which must faithfully reflect reality.

How we work at SIH ONE

We prepare the entire incorporation file — articles of association, founders’ declarations, coordination with the bank for the escrow account and with the notary for the public deed — so that the minutes reflect clear decisions and the entry in the register proceeds without setbacks.

Do you want to set up your AG or GmbH with a clean deed and a smooth registration? Discover the services of our corporate division and start with the right structure.