Company limited by shares law
We advise private shareholders on Swiss company limited by shares law concerning information rights, share transfers, dividends and general meeting resolutions. Together, we examine your corporate position and options to protect your investment.
Participation and information
The general meeting decides central corporate matters. Shareholders may attend, vote and request information under statutory rules and the articles. For registered shares, entry in the share register and any transfer restrictions must be observed.
Information outside the general meeting, inspection, convening meetings and placing items on the agenda are partly subject to ownership thresholds. These differ for listed and unlisted companies. Information rights must also be balanced against legitimate confidentiality interests.
Shareholding, dividends and transfer
A profit does not automatically create an individual dividend entitlement. Distributions require the statutory conditions and an appropriate resolution. Subscription rights may protect against dilution in capital increases; exclusion requires a sound legal basis.
Before buying shares, review the articles, share register, financial position and shareholder agreements. Contractual pre-emption rights, tag-along rights and sale obligations do not operate in every respect like restrictions in the articles. Even a minority stake may be difficult to sell over the long term.
Protection against majority abuse
Unlawful general meeting resolutions may be challenged under certain conditions. The statutory deadline is generally two months from the meeting; alleged nullity must be distinguished. Negotiations should not cause deadlines to pass unnoticed.
For specific breaches of duty, information requests, a special investigation or liability claims may be possible. A loss in share value does not automatically create a direct shareholder compensation claim. Company loss and the shareholder's own direct loss must be assessed separately.
Frequently asked questions
Am I liable as a shareholder for the AG's debts?
Generally, the company's assets answer for its debts. Contribution obligations and personal commitments, such as a personal guarantee, remain unaffected. A person also acting as a corporate officer may incur separate liability for breaches of duty.
Am I entitled to a dividend every year?
No. Distributable funds and a valid distribution resolution are required. Even with profits, retention on objective grounds may be permissible. Systematic disadvantage to particular shareholders must be examined separately.
Can I inspect the company's accounts?
Statutory information and inspection rights exist, but not unrestricted access to all documents. Ownership, purpose, necessity and confidentiality interests matter. Make a specific, documented request.
Can I sell my shares at any time?
Not always. Share type, articles, transfer formalities and shareholder agreements may limit sale. Unlisted companies also often lack a liquid market. Transfer of ownership and recognition as a shareholder must be examined separately.
How can I challenge a general meeting resolution?
A claim against the company is possible under statutory conditions. The deadline is generally two months from the meeting. Preserve the invitation, agenda, minutes and voting result; a mere complaint to the board does not preserve the filing deadline.
What is a shareholder agreement for?
It regulates matters such as voting arrangements, pre-emption rights or exit between contracting parties. It replaces neither the articles nor mandatory law. Its breach does not automatically invalidate a corporate resolution.
Complex questions from practice
How can I resist a disadvantageous capital increase and dilution as a minority shareholder?
A declining ownership percentage does not itself make a capital increase unlawful. Subscription rights, any exclusion, issue price and resolution procedure must particularly be examined. Compliance with statutory and articles-based requirements and any unlawful disadvantage are decisive.
Preserve the invitation, resolution, subscription documents and valuation. The generally two-month challenge deadline requires prompt action. If implementation is imminent, interim measures may also need consideration; ongoing discussions with the board do not preserve deadlines.
How can I enforce my shareholder information right if the board refuses information?
The information request should be specific and its refusal documented. Enforcement options depend on factors including the request, shareholding and statutory procedure. Short deadlines may apply. A special investigation is a different instrument with additional requirements.
Record which information is needed to exercise your shareholder rights and what has already been provided. This helps assess whether court enforcement is sensible and which documents are available. A general wish for transparency is not enough for every procedure.
When can a drag-along obligation in a shareholder agreement trigger a sale at an unexpectedly low price?
An agreed drag-along obligation may provide for a binding sale. However, the precise trigger, interests covered and price determination procedure are decisive. Personal expectations of company value do not replace contractual valuation; interpretation and statutory limits remain relevant.
Review the sale offer, ancillary benefits and implementation notices together. Deadlines and information rights may also matter. Before consent or completion, clarify whether the clause's conditions are actually met.
What effect does my approval of the board's discharge have on later liability claims?
A discharge resolution operates only within the statutory scope and concerning disclosed facts. Approving it may restrict later pursuit of claims. Special rules and deadlines apply to shareholders who did not approve. Discharge is therefore not merely a formal vote without further consequences.
Review in advance what information exists and whether outstanding questions have been adequately answered. Minutes and voting behaviour should be clearly documented. For possible breaches of duty, assess the effect of discharge separately from the actual liability requirements.