SWITZERLAND Law and Practice Contributed by: Philippe Nordmann, Marion Bähler, Christian Hagen, Samuel Lieberherr and Dario Glauser, Walder Wyss Ltd
breaches of information obligations, foreign state- controlled investors or domestic companies can also be fined up to CHF100,000. SECO is responsible for investigating and assessing such violations, which are subject to a five-year limitation period from the date of the infringement. 2.3 Commitments Required From Foreign Investors Under the new regime, a foreign state-controlled investor must submit an application to SECO if the intended transaction falls within the scope of the new regulation. 2.4 Right to Appeal Under the new regime, a decision rendered by SECO can generally be challenged in court. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity In Switzerland, there are different ways to engage in commercial activities, either through structures that require capital investment or through personal commitment with associated liabilities. Accordingly, a variety of legal forms are available in Switzerland, including:
Share corporations have a mandatory share capital of CHF100,000, split into shares of a nominal value that needs to be higher than zero, which can be issued to one or more shareholders. At incorporation, at least CHF50,000 of the share capital must be paid in cash or by contribution in kind of assets or rights. LLCs have a mandatory quota capital of CHF20,000, split into quotas of a nominal value of CHF100 or more, which can be issued to one or more quota hold - ers. The entire quota capital must be paid in cash or by contribution in kind of assets or rights. Shareholders of a share corporation are not disclosed in any publicly available register (except under the dis - closure rules for listed companies). In contrast, the commercial register reflects the quota holders of all LLCs. 3.2 Incorporation Process Typically, share corporations and LLCs are incorpo - rated within two weeks, although it is possible to accelerate the process if necessary. The incorpora - tion requires the filing and registration of the following documents in the competent commercial register of the canton of the seat: • a public deed on the resolutions of the founders′ meeting; • articles of association; • proof that the share or quota capital has been paid in and/or proof that contributions in kind were made; • documentation of the appointment and the accept - ance thereof of the board of directors/management and the auditors (if any); • legalised signature specimens for those directors and other representatives with signatory rights; and • documentation of the company’s domicile. 3.3 Ongoing Reporting and Disclosure Obligations Corporate Actions A number of corporate actions and changes need to be registered in the commercial register, including: • changes in the board/management; • changes of signatories;
• sole proprietorships; • general partnerships; • limited partnerships; • corporations; • LLCs; • co-operatives; and • foundations.
While Switzerland, as a member state of the Hague Trust Convention, recognises foreign trusts, trusts are not available under Swiss law, and comparable func - tions are served by foundations. The most frequently used structures for the develop - ment of commercial activities are share corporations and limited liability companies (LLCs), both providing substantial flexibility and enabling the accommoda - tion of a broad range of possible governance and operation set-ups.
1028 CHAMBERS.COM
Powered by FlippingBook