Stach Rechtsanwälte Logo

Conversion of a limited liability company into a corporation: challenges and practical solutions

The conversion of a limited liability company into a corporation offers new growth opportunities and expanded capital procurement possibilities, but poses a financial and administrative challenge, especially for smaller companies. The conversion process includes the preparation of a conversion plan and report, a review by an auditing expert and a resolution at a shareholders' meeting before entry in the commercial register. A major stumbling block is the required minimum capital of CHF 100'000, which often necessitates a capital increase. This can be achieved through cash contributions, conversion of company loans into equity or by using freely available equity. Careful planning of the financing is crucial for the success of the conversion.
As of January 1st 2025, Articles 684a and 787a of the Swiss Code of Obligations declared avoidance transactions in connection with shell companies and organised company burials null and void. Shell companies that exist without any operational activity are often used to avoid liquidation costs and taxes. Organised company burials, in which companies manipulate their debts and put creditors at a disadvantage, are particularly problematic. The new regulations strengthen legal certainty, protect creditors and set clear limits against these unauthorised practices.
As a matter of principle, arbitration proceedings in civil disputes must be preceded by an attempt at conciliation (Art. 197 ZPO). The aim of such a conciliation hearing is, on the one hand, to relieve the burden on the courts and, on the other hand, to give the parties the opportunity to find a sustainable solution.

Professional excellence, efficiency and service.

The centre of our focus lays on the individual needs and goals of our clients, with wich  we strive for a long-term partnership. Our team of highly qualified and experienced lawyers ensures you at all times a comprehensive individualized attention from the advice in various legal matters to representation before courts and authorities

The best safeguard of your interests as well as developing pragmatic, economic solutions are the challenges we face with competence, creativity and passion.

Our attorneys are registered in the Register of Attorneys and Notaries of the Canton of St.Gallen.

Our law firm has been recognized by the SIX Exchange Regulation as a qualified representative under Article 43 Listing Rules, in the areas equities (including participation certificates and dividend rights certificates), certificates of deposit and collective investments schemes.

Our law firm has been recognized by the BX Swiss AG as a listing partner in all product segments.

Stach Rechtsanwälte AG was awarded in the BILANZ list of the top law firms in Switzerland 2022 in the legal field “Migration law” and 2019 in the legal field “Private Equity and Venture Capital”.

Focus

Conversion of a limited liability company into a corporation: challenges and practical solutions

Nullity of shell companies – Art. 684a and 787a CO

Revised Insurance Supervision Act