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Corporate Law

Founding, start-up, holding, concern, share purchase agreement, shareholder agreement

Comprehensively advising and supporting companies of all sizes – from family-owned businesses to listed companies – in all phases of their activities is one of our core competencies. Our clients are confronted with various legal issues in everyday business operations, which we approach with expertise, an understanding of business interrelationships and practical solutions. This thus allows our clients to act on a solid legal foundation.

We advise and support you with regard to the following topics, among others:

  • Formations of companies
  • Corporate Governance
  • Organisational structures
  • Share purchase agreements
  • Transfers of original capital contributions
  • Shareholder agreements
  • Shareholder’s meeting
  • Capital increases
  • Capital decreases
  • Group Law
  • Holding structures
  • Restructuring measures (mergers, demergers, conversions)
  • Corporate succession issues
  • Contract law

Your Experts

Patrick Stach

Senior Partner

Michael Kummer

Senior Partner

Nicolas Buob

Partner

Sarah Schöb

Trainee Lawyer

Pranvera Rasaj

Trainee Lawyer

Istenç Açikalin

Trainee Lawyer

Focus

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.

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

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.

Company succession in inheritance law

Company succession under inheritance law often poses major challenges, as the current Swiss inheritance law does not recognise any special provisions for companies. This is why the Federal Council is proposing specific measures to facilitate company succession in its dispatch of 10 June 2022. The first amendments to the law on compulsory portions already came into force on 1 January 2023. The aim of the reform is to ensure greater stability for companies.