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Circular Resolution on Incorporation of GmbH

Circular Resolution on Incorporation of GmbH

PricewaterhouseCoopers AG

Date: September 22, 2017
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Author's Note

In order to incorporate a limited liability company ( Gesellschaft mit beschränkter Haftung or... Read more

In order to incorporate a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) in Switzerland, the Board of Managing Directors must pass certain resolutions.

This document is a circular resolution, allowing the resolutions to be passed without the need for simultaneous attendance of all managing directors.

The document includes the following resolutions:

  • The Board of Managing Directors constituting itself in accordance with the Articles of Association;
  • The appointment of the Chairman;
  • The granting of signatory power;
  • Determination of the company’s financial year; and
  • Establishing the quota holders’ register.

Documents are required to be provided in the official language of the relevant commercial registry.  This template is provided in German with English translation.

The resolution must be signed by all members of the Board of Managing Directors. 

Circumstances of Use

This document is intended for use on the incorporation of a Swiss limited liability company where the Board of Managing Directors wishes to pass the necessary resolutions without the simultaneous attendance of all its members.

Terms of Use

The purchase of this Product is subject to PartnerVine Terms.

You (the registered user through whose account the purchase is made) may:

  • Access the document-generation interview for 90 days from date of purchase;
  • Export and download an unlimited number of copies of the document(s) in Word or pdf format;
  • Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong. 


Exclusions and Limitations

As this document is provided in German with English translation, it are not suitable for use by companies established in non-German speaking cantons.  

Other Comments

Reference should be made to the company’s articles of association for the purposes of completing this document.