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
Sheila Stach
Junior Associate
Sven Pschorn
Junior Associate
Reto Kuoni
Junior Associate
Faris Beganovic
Junior Associate
Filip Lapadatovic
Junior Associate
Andrea Chawla
Junior Associate
Focus
Sustainable Corporate Governance – The Preliminary Draft NUFG
With the Federal Act on Sustainable Corporate Governance (NUFG), the Federal Council is departing from the practice of amending the Swiss Code of Obligations (CO) on a piecemeal basis. What is today set out in individual sections of accounting law will form the core of a separate act that goes considerably further, providing for liability for damage caused abroad, supervision backed by the power to impose sanctions and a special set of procedural rules. According to the Federal Council’s estimate, some 30 large companies would be subject to the extended due diligence duties – the number affected is considerably higher.
The Transparency Register: New Requirement to Identify Beneficial Owners
As of 1 October 2026, Swiss companies limited by shares, limited liability companies and cooperatives will become subject to a new, standalone compliance obligation. The Federal Council has brought the Federal Act on the Transparency of Legal Persons and the Identification of Beneficial Owners, together with its implementing ordinance, into force with effect from 1 October 2026.
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.
