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 […]
The difficulties faced by entrepreneurs in dealing with Swiss administration and regulations, which are becoming increasingly intrusive and less and less flexible
Times are changing. We see this more and more every day. Not so long ago, the Swiss could boast of operating in a legal environment conducive to business law. Everything was aligned: simplicity of the law, respect for privacy, protection of confidentiality, and proactive administrative services to promote entrepreneurial activity. It is clear that this […]
Your Shareholder Register Is Out of Date: What Should You Do?
A Governance Issue Not to Be Underestimated Many companies – even large ones – are still facing a delicate issue: registered shares whose owners can no longer be identified. These so-called “dormant shares” raise serious compliance and governance concerns. The board of directors must act quickly. This paper outlines practical steps to address the problem, […]
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 […]
Share Transfers in Light of New Measures Against Fraudulent Bankruptcies: Progress and Limitations
The Federal Act on Combating Fraudulent Bankruptcies and the amendment to the Commercial Register Ordinance came into force on January 1, 2025. These new rules aim in particular to better regulate the transfer of shares in so-called “shell” companies and to strengthen the supervision by the commercial register offices. They codify certain principles established by […]
Beware of non-payment of social insurance contributions!
In a previous article of April 2022, the undersigned author warned individuals representing a company that is an employer against the company’s non-payment of employees’ social security contributions. Indeed, according to the LAVS, in the event of non-payment of social security contributions, if the employer is a legal entity, its directors, as well as all […]
The non-competition clause in a shareholders’ agreement
Introduction In public limited companies (SA/AG), the shareholder’s only obligation is to pay up the subscribed capital (art. 680 CO). Unlike the law governing limited liability companies (Sàrl/GmbH), the law governing public limited companies does not provide for the possibility of subjecting shareholders to a prohibition on competing with the company. The law only lays […]
Defects in the organization of a public limited company (art. 731b CO) – how to avoid this pitfall and/or remedy a deadlock situation
In many of Switzerland’s smaller limited companies, annual general meetings are not held on a regular basis. In fact, it is not uncommon for a general meeting not to be held for two or three consecutive years. What happens in such a case if the company’s articles of association stipulate that members of the Board […]
The transfer of capital contributions in a limited liability company and its particularities
Introduction According to data from the Swiss Federal Statistical Office, Switzerland had a total of 129,451 limited liability companies, compared with just 122,235 public limited companies (August 24, 2023). In other words, the number of limited liability companies has exceeded the number of public limited companies. It is therefore important for both lawyers and professionals […]