How do you convert an individueal company into a Limited Liability Company (LLC) or a company limited by shares (Ltd)
Many entrepreneurs start their business through an individual company. As their business grows, some entrepreneurs want to convert their individual company into a limited liability company (LLC) or a company limited by shares (Ltd.). These two types of companies are the most suitable legal forms for attracting investors, expanding the company’s commercial or industrial activities […]
Unlike natural persons, legal persons can be resurrected
When a legal entity is struck off the commercial register, either through bankruptcy or voluntary liquidation, it no longer has a legal existence. In some cases, however, shareholders or third parties may have an interest in a legal entity rising from the ashes and being registered again. The legislator has thought of this possibility and […]
Repayment of Covid loans – what solutions for companies in difficulty?
The joint and several loans and guarantees (hereinafter: “Covid loans”) set up by the Federal Council to enable companies to cope with the measures taken to combat the Covid-19 pandemic must be repaid within eight years of being granted. Repayment of these loans must begin by 31 March 2022 at the latest. The financial health […]
How to deal with COVID loans in case of bankruptcy?
Despite the support made available to combat the effects of the measures taken to tackle the COVID-19 pandemic, many companies did not survive and had to declare bankruptcy. When these companies have received a COVID loan, it is not uncommon for the COVID loan guarantor organisation to come forward and request additional information in order […]
Brexit – what consequences for the Lugano Convention?
The Lugano Convention governs the jurisdiction, recognition and enforcement of judgments in civil and commercial matters in cases between parties domiciled or having their seat in different Member States. The Lugano Convention not only determines the jurisdiction of the authorities, but above all facilitates the recognition and enforcement in Switzerland of civil judgments rendered in […]
Coming into force of the Act respecting COVID-19 joint and several surety bonds (COVID loans) – what remains, what changes
The Federal Act on credits secured by a joint and several guarantee as a result of the coronavirus entered into force on 19 December 2020 and replaces the ordinance issued by the Federal Council in March 2020. The Federal Assembly extended the loan’s amortization period from five to eight years and authorized the possibility of […]
COVID-19 loans: beware of restrictions on use
Entities that have made use of COVID-19 loans guaranteed by the Confederation must be very rigorous in the use they make of them. Indeed, both the Ordinance on COVID-19 guaranteed loans and the draft bill currently under discussion in the Federal Assembly prohibit the beneficiaries of these loans from making certain expenditures until the said […]
End of bearer shares – what should the Board of Directors do?
As already mentioned previously (The scheduled end of bearer shares in unlisted Swiss companies ; The demise of unlisted bearer shares paves the way for some hard-fought legal battles!), the federal legislator has decided to end the regime of bearer shares by amending the relevant provisions of the Swiss Code of Obligations. In the coming […]
The holding of general meetings of shareholders during coronavirus outbreaks
The current coronavirus pandemic makes the task of those responsible for organizing the general meetings of public limited companies, whether listed or not, particularly difficult. On 16 March 2020, the Federal Council strengthened measures to protect the population by upgrading to the “extraordinary situation” level of the Epidemics Act. All shops, restaurants, bars and entertainment […]
The scheduled end of bearer shares in unlisted Swiss companies
Background The Swiss Federal Parliament brought an end to the regime of bearer shares in unlisted Swiss companies on 21 June 2019 when it approved a Federal Council bill relating to their abolition. Faced with combined pressure from the Financial Action Task Force (FATF) and the Global Forum on Transparency and Exchange of Information for […]