Company limited by shares law
We support Swiss companies limited by shares with corporate questions concerning organisation, capital and resolutions. We review articles and responsibilities and support decisions with regard to shareholder rights and statutory officer duties.
Organisation and responsibilities
Companies limited by shares are governed particularly by Art. 620 et seq. of the Code of Obligations (OR). The general meeting, board and, where applicable, auditors have different duties. Articles and organisational regulations should clearly reflect the operational structure.
The board is responsible for non-delegable duties, including overall management, organisation and establishing accounting, financial control and, where necessary, financial planning. Permissible delegation of executive management does not remove every duty of supervision and care.
Capital and shareholder rights
A Swiss AG generally requires share capital of at least CHF 100’000. At formation, generally at least 20 per cent of each share's nominal value and at least CHF 50’000 in total must be paid up. Respective requirements apply to permitted foreign currencies, contributions in kind and other special situations.
Shareholders have participation and financial rights in particular. Exercise of voting, information and inspection rights follows the law and articles. A shareholder agreement may regulate cooperation but replaces neither the articles nor mandatory corporate rules.
Resolutions, conflicts of interest and financial crises
Invitations, agendas, majorities and minutes are essential for sound resolutions. Digital meetings, venues abroad and written resolutions are permissible only under their respective statutory conditions. Errors may raise questions of challengeability or nullity.
Conflicts of interest should be disclosed early and addressed through appropriate measures. Special officer duties apply where insolvency threatens, capital is lost or over-indebtedness exists. Distributions and intra-group transactions must also be assessed from the perspective of capital protection and duties of care.
Frequently asked questions
Are shareholders personally liable for the AG's debts?
Generally, the AG's assets answer for its liabilities. Personal obligations may nevertheless arise from guarantees or other personal transactions. Separate liability claims against officers may arise from breaches of duty.
Can the board delegate all tasks to executive management?
No. Non-delegable and inalienable duties remain with the board. Statutory conditions apply to delegation of other executive functions. Even valid delegation carries duties of selection, instruction and supervision.
Must every AG undergo an ordinary audit?
No. The type and scope of audit depend particularly on size, structure and statutory criteria. Small companies may waive the limited audit under certain conditions and with all shareholders' consent. Opting out is not available to every AG.
May we hold a virtual general meeting?
Swiss company law permits a virtual general meeting under statutory conditions. These particularly include an appropriate basis in the articles and prescribed organisational safeguards. The arrangements must ensure shareholder participation and rights.
What is the significance of a shareholder agreement?
It may regulate voting arrangements, transfer rights and handling of conflicts, for example. It generally operates between its contracting parties and must be distinguished from corporate rules. Not every contractual breach invalidates a corporate resolution.
What should be done when over-indebtedness is suspected?
The board must investigate the financial position under statutory requirements and initiate necessary steps. Interim accounts, audit and, where relevant, notification of the court must be considered. Statutory exceptions must not be understood as a general deferral.
Complex questions from practice
How should a capital increase be prepared to avoid resolution and procedural errors?
Invitations, agenda items, majorities and subscription rights must align with the planned capital measure. A commercially sensible financing need does not automatically cure formal errors. Subscription, payment of contributions and commercial register filing also require a consistent basis.
A clear process plan should record responsibilities, documents and necessary resolutions. Review articles and shareholder agreements before convening the meeting. This helps respect participants' rights and detect inconsistencies between resolutions, subscription and filing early.
When are intra-group loans or distributions incompatible with a company's capital protection rules?
Even within a group, each company must comply with its own statutory duties. Loan terms, creditworthiness, company interests and distributable funds must be reviewed together. A benefit to the group does not replace every independent assessment of interests. Unlawful benefits may trigger restitution and liability.
Document the transaction's basis, terms and decision process. A reliable assessment is especially necessary with limited liquidity or conflicts of interest. Consent by related companies alone does not legally safeguard a problematic asset transfer.
What audit risks arise when a company grows substantially after opting out?
Opting-out requirements must remain satisfied after the initial decision. Growth, shareholder rights and the specific business situation may require an audit. Opting out is generally possible only for future financial years; a crisis may also trigger separate audit duties.
Review requirements regularly and arrange any necessary auditor early. Previous shareholder consent does not replace later examination of changed circumstances. Ordinary audit requirements and special financial-crisis duties should be assessed separately.
What must be done when a virtual general meeting suffers technical disruptions?
A virtual general meeting must enable participation, communication and voting under statutory requirements. An individual connection failure is not necessarily a failure of the entire system. The nature, duration and effects of the disruption on shareholder rights are decisive.
Document the technical sequence, affected participants and resolutions already passed. On this basis, examine which resolutions remain valid and whether the meeting must be repeated. A prepared disruption plan facilitates a legally and organisationally correct response.