The transfer of capital contributions in a limited liability company and its particularities
Introduction According to data from the Swiss Federal Statistical Office, Switzerland had a total of 129,451 limited liability companies, compared with just 122,235 public limited companies (August 24, 2023). In other words, the number of limited liability companies has exceeded the number of public limited companies. It is therefore important for both lawyers and professionals […]
Seizing a debtor’s assets in Switzerland while applying for the exequatur of a foreign judgment against the same debtor – a rapid and effective means available to creditors under Swiss law
Under Swiss law, a creditor who benefits from a foreign judgment in his favour may sequestrate the debtor’s assets located in Switzerland in order to secure the claims recognised in the judgment. It is also possible to obtain exequatur beforehand, which is sometimes overlooked. A. Receivership If a creditor’s rights are threatened, he can take an […]
The general meeting by circular resolution (art. 701 para. 3 CO) under the new Swiss Company Law
1. Introduction Since the new Swiss Company Law on public limited companies came into force, Article 701 para. 3 of the Swiss Code of Obligations (“CO”) (or Art. 805 para. 5 no. 5 CO in conjunction with Art. 701 para. 3 CO for limited liability companies) provides for the possibility of holding a general meeting (but […]
Golden Shares -> a possibility under Swiss law?
1. Introduction Golden Shares were historically used by states in the 20th century to maintain control over formerly state-owned companies, in particular to prevent other states from acquiring control over these companies. Golden shares are still used in most Asian countries (notably China). This term has become generic to designate preferred shares in relation to others […]
In the event of voluntary liquidation of the company, who decides? The liquidator or the Board of Directors ?
The general meeting of shareholders of a public limited company may decide to terminate the company by voluntary liquidation outside bankruptcy. This decision must be taken in authenticated form (736 CO). It is the sole responsibility of the General Meeting (736 CO) and requires at least a two-thirds majority of the votes attributed to the […]
Legal uncertainty surrounding Russian sanctions
The sanctions taken by Switzerland against Russia following the invasion of Ukraine are unprecedented in their nature and scope, and undermine certain basic principles of the rule of law. In this article, the authors are highlighting certain problems with regards to the Federal Council Ordinance enacting these sanctions that they have encountered in the course […]
Factors to be taken into account in the traditional discharge granted by the annual shareholders’ meeting to the Board of Directors
With the vast majority of Annual shareholders’ meetings being held in June in accordance with the requirements of art. 699 para. 2 of the Swiss Code of Obligations (CO), the question arises whether the traditional discharge should be granted to the members of the Board of Directors. In fact, according to art. 698 para. 2 […]
Departure of an employee who is a shareholder of the company: the good leaver/bad leaver clauses that must be provided for contractually
1. Introduction In practice, companies (start-ups, SMEs, large companies) frequently grant shares to certain employees as an incentive and with the purpose of giving them a direct share in the company’s results through the receipt of dividends. In this context, it is advisable to conclude a shareholder agreement with the employee to whom the company […]
Conflict of interest of directors: the issue is back on the agenda
With the entry into force of the new company law on January 1, 2023, Art. 717a of the Swiss Code of Obligations now provides that members of the board of directors must disclose without delay any conflicts of interest that could affect them in the performance of their duties as directors. This obligation is not […]
How do you convert an individueal company into a Limited Liability Company (LLC) or a company limited by shares (Ltd)
Many entrepreneurs start their business through an individual company. As their business grows, some entrepreneurs want to convert their individual company into a limited liability company (LLC) or a company limited by shares (Ltd.). These two types of companies are the most suitable legal forms for attracting investors, expanding the company’s commercial or industrial activities […]