SWITZERLAND Law and Practice Contributed by: Philippe Nordmann, Marion Bähler, Christian Hagen, Samuel Lieberherr and Dario Glauser, Walder Wyss Ltd
• in the case of an LLC, changes in the quota holder(s); and • changes to the articles of association, including changes to the company’s registered seat, capital, purpose, transfer restrictions, etc. Reporting to the Equity Holders and Audit Requirements The directors/management of a private company need to submit the company’s business report, consisting of (i) annual financial statements and, for larger enti - ties, (ii) a management report and (iii) consolidated financial statements to the shareholders/quota hold - ers for approval. While the financial statements of private companies do not have to be filed in a public register or publicly disclosed, listing regulations require listed entities to publish their financials in line with international stand - ards. Whether an ordinary or a limited audit of the finan - cial statements needs to be performed depends on a company’s size and economic relevance. Smaller companies can, with the unanimous consent of their shareholders/quota holders, waive the audit require - ment altogether under certain conditions. The financial statements of private companies are subject to an ordinary audit requirement where, for two consecutive fiscal years, at least two of the fol - lowing threshold values are exceeded: • CHF20 million for the balance sheet total; • CHF40 million for revenue; and • 250 full-time employees. A company must also undergo an ordinary audit if it must consolidate or if shareholders holding at least 10% of the company′s shares request an ordinary audit (opting up). An ordinary audit of the annual finan - cial statements can also be required by the company’s articles of association or a resolution of a sharehold - ers’ meeting. If the foregoing criteria are not met, a company’s financials are subject to a limited audit. A company may limit the audit partially (opting down) or fully (opt -
ing out) with the shareholders’ unanimous consent if the company does not employ more than ten full-time employees. Beneficial Owners Companies are required to keep a register of the ben - eficial owners of the shares issued by them, and such beneficial owners must be disclosed to the company by the shareholders when the threshold of 25% (on a standalone basis as well as when acting in concert) of the share/quota capital or votes is reached, within one month following the relevant acquisition. Tax Filings Annual tax returns must be made on an annual basis, while various other taxes are subject to a variety of deadlines. 3.4 Management Structures Share corporations and LLCs, in general, have three bodies, namely: • the shareholders’ meeting/quota holders’ meeting; • the board of directors/management; and • the auditor (subject to potential opting out). The shareholders’ meeting is the supreme authority of a share corporation, resolving the fundamental organi - sation of the company, electing the board of directors and taking a (limited) number of key decisions. The board of directors is the executive body respon - sible for all matters not reserved for the general meet - ing, and shall manage the business of the company to the extent it has not delegated such management to individual members or the executive management. The auditor is a controlling body, with the scope of its tasks depending on whether a limited or ordinary audit is to be conducted. Despite corporate law thus generally providing for a one-tier model, in practice, the day-to-day manage - ment (except for certain reserved matters) is, in many cases, delegated to the executive management, effec - tively leading to a two-tier structure. Certain compa - nies, including banks and insurance companies, are even legally required to establish such two-tier struc -
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