{"id":5924,"date":"2023-10-16T15:36:11","date_gmt":"2023-10-16T14:36:11","guid":{"rendered":"https:\/\/geneve-avocat.net\/limited-company\/"},"modified":"2025-05-13T12:24:56","modified_gmt":"2025-05-13T11:24:56","slug":"limited-company","status":"publish","type":"page","link":"https:\/\/geneve-avocat.net\/en\/limited-company\/","title":{"rendered":"Limited company"},"content":{"rendered":"\t\t
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The public limited company<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The AG is a widespread legal form in Switzerland, due to its flexibility and the protection it offers its shareholders.
\nThis article will take a comprehensive look at the AG in the context of Swiss law, covering issues such as its creation, share capital, governance, shareholder liability and the main stages of dissolution.
\nWe will also discuss the advantages and disadvantages of this legal form, as well as the main tax and accounting obligations associated with it. <\/p>\n

Formation of an SA<\/h2>\n

A. Selecting the legal structure<\/h3>\n

Before setting up a business in Switzerland, it’s crucial to select the most appropriate legal form for your project.
\nThe public limited company (AG) is ideal for companies with growth potential looking to attract investors, thanks to its flexibility in terms of capital and share transfer. <\/p>\n

B. Drafting the bylaws<\/h3>\n

The Articles of Association are the essential founding document of a public limited company, and must be drawn up in writing.
\nThey include mandatory information such as the company name, registered office, corporate purpose, amount of share capital, number of shares and par value.
\nIn addition, the bylaws may contain optional clauses, such as governance rules or specific shareholder rights. <\/p>\n

C. Minimum share capital and contributions in kind<\/h3>\n

In Switzerland, a public limited company must have a minimum share capital of CHF 100,000, of which at least CHF 50,000 must be paid up at the time of formation.
\nIt is also possible to make contributions in kind, but these must be independently valued and specifically mentioned in the articles of association. <\/p>\n

D. Registration formalities<\/h3>\n

Once the Articles of Association have been drawn up and signed, the company must be registered with the Commercial Register.
\nThis involves publication of a notice in the Swiss Official Gazette of Commerce (SOGC), and submission of various documents such as the Articles of Association, proof of domicile for directors, and an audit report in the case of contributions in kind. <\/p>\n

Share capital and shares<\/h2>\n

A. Types of action<\/h3>\n

SAs can issue various types of shares, including registered shares (allocated to a specific shareholder) and bearer shares (transferable without formalities).
\nShares may also carry separate voting or dividend rights, depending on their class. <\/p>\n

B. Par value and paid-up capital<\/h3>\n

When a public limited company is set up, each share must have a specific par value, as specified in the articles of association.
\nThe share capital must be paid up in full or in part, in accordance with legal requirements and the provisions of the articles of association. <\/p>\n

C. Capital increases and reductions<\/h3>\n

The General Meeting of Shareholders may decide to increase or reduce the share capital of a public limited company, subject to compliance with certain conditions and procedures.
\nCapital may be increased by issuing new shares, making cash or in-kind contributions, or converting reserves.
\nCapital may be reduced by reducing the par value of shares, buying back shares or reducing the number of shares. <\/p>\n

D. Shareholders’ rights and obligations<\/h3>\n

Holders of shares in a Swiss AG are entitled to various rights, such as the right to attend general meetings, vote on important issues, receive dividends and have access to company documents.
\nThey are also subject to the obligation to pay up their contribution to the share capital, in accordance with the Articles of Association and applicable regulations. <\/p>\n

Corporate governance <\/h2>\n

A. Annual Shareholders’ Meeting<\/h3>\n

The General Meeting of Shareholders is the supreme decision-making body of a public limited company.
\nIt meets at least once a year, and its main responsibilities include approving the annual financial statements, appointing directors and auditors, and amending the Articles of Association.
\nShareholders may also convene extraordinary meetings to deal with urgent or important matters. <\/p>\n

B. Board of Directors<\/h3>\n

The Board of Directors is responsible for the day-to-day management and representation of the company.
\nIt is made up of at least one director, who may be a natural or legal person.
\nDirectors have legal obligations, such as loyalty, diligence and fidelity to the company, and may be held liable in the event of mismanagement. <\/p>\n

C. Auditors<\/h3>\n

The auditor’s task is to verify that the company’s annual financial statements comply with legal and accounting standards.
\nThe appointment of an auditor is compulsory for public limited companies subject to ordinary auditing, depending on their size and sales, while it is optional for public limited companies subject to restricted auditing. <\/p>\n

D. Day-to-day management and delegation of authority<\/h3>\n

It is possible for the Board of Directors to delegate the day-to-day management of the AG to third parties or to individual Board members, provided certain conditions and limits are met.
\nDelegation of authority must be clearly set out in the Articles of Association or in internal organizational regulations. <\/p>\n

Shareholder and director liability<\/h2>\n

A. Limitation of shareholder liability<\/h3>\n

Shareholders in a public limited company are subject to limited liability, which is limited to their contribution to the share capital.
\nConsequently, in the event of the company’s bankruptcy, they are not obliged to repay the company’s debts beyond their initial contribution. <\/p>\n

B. Directors’ liability<\/h3>\n

Directors of a public limited company may be held liable to the company, shareholders and creditors for breaches of the articles of association, the law or mismanagement.
\nThis liability may be joint and several, meaning that each director may be required to make good all the damage caused. <\/p>\n

C. Penalties for mismanagement<\/h3>\n

Directors can face sanctions in the form of fines, custodial sentences or professional bans in the event of reprehensible behavior, such as gross misconduct or fraudulent bankruptcy.<\/p>\n

D. Protecting minority shareholders<\/h3>\n

Swiss law provides for a number of protective measures for minority shareholders, such as the right to call a shareholders’ meeting, to request a special investigation in the event of suspicions of irregular management, or to oppose decisions that could harm their interests.<\/p>\n

Tax and accounting<\/h2>\n

A. Income tax and capital tax<\/h3>\n

Public limited companies (AGs) are subject to federal and cantonal income and capital taxes in Switzerland.
\nTax rates vary from canton to canton, and can be affected by factors such as reserves, retained earnings and the value of share capital.
\nTax incentives may be granted for certain activities, such as research and development or investments in specific economic zones. <\/p>\n

B. VAT and other taxes<\/h3>\n

Public limited companies are subject to value-added tax (VAT) if their sales exceed a certain threshold (CHF 100,000).
\nVAT is levied on goods and services supplied in Switzerland, and must be declared and paid periodically to the tax authorities.
\nDepending on the company’s activities, other taxes such as stamp duty or property tax may also apply. <\/p>\n

C. Accounting and auditing requirements<\/h3>\n

Public limited companies are required to follow Swiss or international accounting standards (Swiss GAAP FER, IFRS) and to prepare annual financial statements, which include a balance sheet, income statement and explanatory notes.
\nAuditing is compulsory for public limited companies subject to ordinary audit, and optional for those subject to restricted audit. <\/p>\n

Dissolution and liquidation of a public limited company<\/h2>\n

A. Grounds for dissolution<\/h3>\n

A public limited company may be dissolved for a variety of reasons, including bankruptcy, merger with another company, achievement of its statutory purpose, or a decision taken at the Annual General Meeting.<\/p>\n

B. Liquidation procedure<\/h3>\n

Liquidation of a public limited company involves liquidating the company’s assets, settling its debts and distributing the liquidation surplus (if available) to shareholders.
\nThis procedure is managed by a liquidator, who may be a director, a third party or a public body, depending on the circumstances. <\/p>\n

C. Distribution of liquidation surplus<\/h3>\n

The liquidation surplus is the amount remaining after the sale of assets and payment of debts when a public limited company is wound up.
\nIt is distributed to shareholders in proportion to their stake in the company’s capital, unless the articles of association or the law provide otherwise. <\/p>\n

Conclusion<\/h2>\n

The AG is an attractive legal structure for entrepreneurs in Switzerland, due to the protection it offers shareholders and its flexibility in terms of management and financing.
\nHowever, it also entails significant legal and administrative obligations in terms of governance and accounting.
\nIt is therefore essential to fully understand the legal and tax implications before setting up an SA, and to consult a competent professional for appropriate advice and support throughout the process of creating and managing the company.
\nBy complying with legal and regulatory requirements, entrepreneurs can take full advantage of the benefits offered by the SA in Switzerland. <\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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from 60 min to CHF 220.00<\/p>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Take stock of your situation with a specialist lawyer.<\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Would you just like to make an appointment to ask a few questions?
<\/i>Not sure what to do?
Is your situation unclear?<\/p>\n

Opt for an initial consultation with a lawyer.<\/strong><\/p>\n

You will then decide whether you wish to proceed, and our lawyers will give you the cost of the procedure according to your case.
\nAppointments can be made in person or by videoconference. <\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Make an appointment with a lawyer The public limited company The AG is a widespread legal form in Switzerland, due to its flexibility and the protection it offers its shareholders. This article will take a comprehensive look at the AG in the context of Swiss law, covering issues such as its creation, share capital, governance, … Read more<\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"elementor_header_footer","meta":{"_acf_changed":false,"_seopress_robots_primary_cat":"","_seopress_titles_title":"","_seopress_titles_desc":"","_seopress_robots_index":"","footnotes":""},"class_list":["post-5924","page","type-page","status-publish"],"acf":[],"_links":{"self":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages\/5924","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/comments?post=5924"}],"version-history":[{"count":8,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages\/5924\/revisions"}],"predecessor-version":[{"id":7337,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages\/5924\/revisions\/7337"}],"wp:attachment":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/media?parent=5924"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}