Company incorporation and management: Can we expect administrative simplification in Switzerland?
A recent announcement by the European Commission regarding company management and registration could redefine standards in this area and inspire changes in Switzerland. 1. The European project: a “28th regime” for companies The European Commission has announced a project aimed at creating a unified framework for companies within the European Union. This project notably provides for: […]
Unlisted Shares: How to determine their “real value”?
Your shareholders’ agreements, partnership agreements, or articles of association often refer to the “real value” of shares, for instance, in share buy-back clauses (so called escape clause). However, this concept, while central, is not defined in the law. This lack of precision can be a source of significant conflict, particularly when these clauses are triggered […]
“Swissness”: Is Your Company Truly “Swiss”? A Key Ruling for Entrepreneurs.
Does your company name or logo feature the word “Swiss” or the Swiss cross? Do you believe that having a registered office in Switzerland is enough to justify this designation? A recent judgment from the Commercial Court of Bern has just called a company, BDSwiss AG, to order, sending a strong signal to all businesses […]
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Your Shareholder Register Is Out of Date: What Should You Do?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 […]