A company is constantly confronted with legal issues from the time it is formed through to its liquidation. As a young entrepreneur/founder, you will ask yourself what kind of company is suitable for a start-up. Due to internal and external changes, existing companies must be flexible from the point of view of company law and, where necessary, make appropriate adjustments and transformations – for example, amend the Articles of Association, make a capital increase, a merger or a restructuring. A multitude of legal questions may also arise in connection with the annual general meeting. We will be happy to give you guidance on starting a company and handling all kinds of company law issues. Our experts can draw on many years of experience to provide you with advice and litigation support.
“Company law” questions
In addition to the liability of the board of directors under company law (directors and officers liability) in accordance with Art. 754 SCO, there are also special statutory liability bases in tax and social insurance law. Board members may also be held liable for tax (e.g. pursuant to Art. 15 WTA, Art. 55 DFTA, Art. 15 VAT Act) or for outstanding social security contributions pursuant to Art. 52 OASIA.
Under Swiss law there are a total of eight companies: simple partnership, general partnership, limited partnership, company limited by shares (AG), partnership limited by shares, limited liability company (GmbH), the cooperative and the association.
With the entry into force of the Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes on 1 November 2019, authorisation of bearer shares has been further tightened. In future, bearer shares will only be permitted under very limited conditions. In fact, this amendment to the law amounts to a partial abolition of the bearer share. This applies in particular to non-listed companies with bearer shares that are not structured as intermediated securities. For them there is a transition period of 18 months until the end of April 2021 to convert existing bearer shares into registered shares. Upon expiry of this transition period, bearer shares will "forcibly" be converted into registered shares by law. In addition, the issue of bearer shares as of 1 May 2021 will be regarded as an organisational deficiency.
A company limited by shares may only acquire its own shares if freely disposable equity is available in the amount of the acquisition value. The scope of the purchasable own shares is limited to 10% of the share capital (Art. 659 para. 1 SCO). The term “own shares” refers to shares of the acquiring company. Exceptionally, a share of 20% is permitted by law if registered shares are acquired in association with a restriction on transferability. However, the portion of own shares exceeding 10% must be sold or annulled by means of a capital reduction within two years (Article 659 para. 2 SCO).