Directors’ Right to Information in Corporations: a strong right, but not without limits
In Swiss corporations, it is common practice to delegate day-to-day management to an executive body or to a managing director. Such delegation may raise a governance issue: how far does the right to information extend for a director who is not involved in daily operations? The Code of Obligations (CO) provides a clear answer in […]
Electronic signatures: Useful, but not always enough
Today, electronic signatures – like DocuSign – are everywhere in business. They’re quick, convenient, and fit perfectly in our digital world. But beware: under Swiss law, an e-signature doesn’t always replace a handwritten one when required by law. Three Types of E-Signatures in Switzerland Swiss law makes a clear distinction: Only a QES counts when […]
Simultaneous Registration of an ordinary share capital increase and a Capital Band: What is the correct sequence to follow?
The Swiss Federal Commercial Registry Office (FCRO) published its Communication FCRO 1/25 on 7 April 2025, providing clarification for practitioners. The capital band, introduced by the corporate law reform (articles 653s et seq. of the Swiss Code of Obligations) that came into force in 2023, offers corporations a new tool for flexible financing. The upper […]