In the event of voluntary liquidation of the company, who decides? The liquidator or the Board of Directors ?
The general meeting of shareholders of a public limited company may decide to terminate the company by voluntary liquidation outside bankruptcy. This decision must be taken in authenticated form (736 CO). It is the sole responsibility of the General Meeting (736 CO) and requires at least a two-thirds majority of the votes attributed to the […]
Conflict of interest of directors: the issue is back on the agenda
With the entry into force of the new company law on January 1, 2023, Art. 717a of the Swiss Code of Obligations now provides that members of the board of directors must disclose without delay any conflicts of interest that could affect them in the performance of their duties as directors. This obligation is not […]
Do international sanctions constitute force majeure under Swiss law?
There is actually an increasing number of international sanctions affecting international trade. These sanctions are often of such a nature as to call into question the obligations of the parties to a contract. In most cases, they even prevent the normal performance of the contract. For example, goods under embargo can no longer be delivered […]
Board quotas: soon to be a normative reality
The European Union has just set quotas for women on the boards of listed private companies with headquarters in the EU. By mid-2026, these companies must have at least 40% of non-executive seats allocated to women, or at least 33% of executive and non-executive seats. Negotiators from the 27 EU Member States and the European […]
Even for small companies, organisational regulations for the board of directors are not an unnecessary luxury
Pursuant to Article 716b of the Swiss Code of Obligations (CO), the board of directors may adopt organisational regulations that provide not only for its organisation but also for the delegation of the management of the company to one or more members or even to third parties. The pandemic period has shown that such regulations […]
What to do if the company cannot find its shareholders?
This situation may arise, for example, if the Board of Directors has allowed a certain period of time to elapse before updating the share register, if certain shareholders have died and their heirs have not announced themselves, in the case of unreported changes of address or even in the case of a merger or restructuring […]
Business transfers: a strategic issue for many businesses in French-speaking Switzerland
According to a recent study published in August 2021 in AGEFI, 91,360 out of the 603,602 Swiss companies with fewer than 250 employees, that is over 15%, are looking for a successor to their owner aged over 60. These figures are corroborated by various banking and business consultancy studies published on this topic. Although the […]
Representation of shareholders at the general meeting: reminder of some basics
Unlike members of the board of directors at board meetings, shareholders of a Swiss corporation may be represented at general meetings. The principle and modalities of the right to be represented are provided for in articles 689 to 690 CO. Such representation may be either (1) by another shareholder, (2) or by a member of […]
Statutory approval clauses and the Sika case
As the newspaper Le Temps aptly described in its June 26 edition, each year the month of June brings to mind one of the most important legal battles in Swiss corporate law: Sika AG v. Saint-Gobain. The articles of association of Sika AG in Zug contained a so-called approval clause. These clauses allowed the board […]
Some details on the different modalities for the distribution of dividends by a corporation under Swiss law
Dividends can be broadly classified into the following categories: ordinary dividends, extraordinary dividends, interim dividends and dividend advances. What is the legality under Swiss law of these various dividend distributions? In any case, the following basic rules must be respected: The special case of extraordinary, interim and advance dividends: As defined above, extraordinary dividends are […]