Earn-outs als Weg zur Praxisübergabe

The recognition and enforcement of foreign judgments in Switzerland depends on the origin of the judgment and is governed by either the Lugano Convention (Lugano Convention) or the Federal Act on Private International Law (PILA). While the Lugano Convention provides for a simplified procedure without exequatur for judgments from EU states, Norway and Iceland, the IPRG has stricter requirements for third countries, for example with regard to jurisdiction and the right to be heard. Both sets of rules serve to ensure legal certainty in international legal relations, but differ significantly in practice. A careful examination of the applicable legal framework is therefore essential.

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.