The articles of association are the basic rules of your GmbH. If you do not want to start from scratch, several cantonal commercial register offices provide templates. This article shows where to find them, what they must contain and what to watch out for when adapting them.
In short: templates for GmbH articles of association are provided, among others, by the cantons of Zurich and St. Gallen (German, short and long version) and Geneva (French). Mandatory content is the company name, registered office, purpose, nominal capital with the number and nominal value of the quotas, and the form of notices (Art. 776 CO). The articles are publicly notarised at formation.
Where to find templates
| Canton | Templates | Language |
|---|---|---|
| Zurich | GmbH articles short and long, deed of incorporation, declarations of acceptance and domicile | German |
| St. Gallen | GmbH articles short and long version, public deed, contribution in kind agreement | German |
| Geneva | Model articles for a Sàrl (GmbH) | French |
There is no official English template; commercial register offices work in the official language of the canton. Check the date of any template. Since 1 January 2023, the revised company law applies: quotas only need a nominal value above zero, and a purely virtual members’ meeting is possible if the articles provide for it. Older templates still found online do not reflect this.
What the articles must contain
- Company name and registered office
- Purpose
- Amount of nominal capital and number and nominal value of the quotas
- Form of notices to the members
If any of these is missing, the commercial register office will not register the GmbH (Art. 776 CO).
What only applies if the articles say so
- Obligations to make additional contributions and ancillary obligations (Art. 795 and 796 CO)
- Rights of first refusal, pre-emption or purchase over quotas
- A non-compete obligation for members
- Different rules for transferring quotas (Art. 786 CO)
- A purely virtual members’ meeting
Short or long version?
The short version contains the mandatory content; for everything else, the law applies. It suits a single-member GmbH or a few members who know each other well. The long version regulates organisation, transfers, use of profits and exit in more detail and is worthwhile with several members or investors.
Personal arrangements, such as on cooperation or exit, often belong in a shareholders’ agreement rather than the articles: the articles are publicly available at the commercial register.
From template to valid articles
- Choose a template and fill in the placeholders.
- Decide deliberately on optional provisions instead of copying them unchanged.
- Check the company name in Zefix.
- If needed, have the draft pre-checked by the commercial register office; Zurich, for example, offers this for a fee.
- The articles are publicly notarised together with the deed of incorporation (Art. 777 CO) and filed with the commercial register application.
With Hoop: the articles are generated from your details in the formation process, including the options you choose. Notarisation takes place without being present in person. All steps at a glance: Checklist: setting up a GmbH.
Legal basis: Code of Obligations (CO) Art. 776, 777, 780, 786, 795, 796. Last reviewed: November 2026.
Frequently asked questions about articles of association templates
Do I have to use a template?
No. A template is a starting point. You can draft your own articles as long as they contain the mandatory content under Art. 776 CO.
Can I change the articles later?
Yes. The members’ meeting resolves the change, the resolution is publicly notarised and entered in the commercial register (Art. 780 CO).
Does Hoop offer its own templates?
No. When you set up a company with Hoop, the articles are generated from your details in the guided process. For your own drafts, we recommend the cantonal templates. More answers in Questions on incorporation.
Next steps with Hoop
Incorporate your LLC, Ltd or sole proprietorship directly online – with digital identification, qualified signature and filing with the competent commercial register office.
Company incorporation online with Hoop · Commercial register offices · Digital share register for LLC and Ltd
For businesses that do it themselves: Share register for businesses · Start a company for businesses
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.
