SWITZERLAND Law and Practice Contributed by: Mariel Hoch, Dominic Leu and Fabienne Perlini-Frehner, Bär & Karrer
LLC The quota capital of an LLC must amount to at least CHF20,000. It can also be paid in by cash or contribu- tions in kind, or offset with a claim. However, the quota capital must be paid up to 100%. There is no upper limit for the quota capital. As a special characteristic of an LLC, the quotaholders must be entered in the commercial register by name, along with their number of quotas and the nominal value of their participation. 1.6 Minimum Number of Shareholders When incorporating a stock corporation or an LLC, at least one shareholder/quotaholder is required. This can either be a natural person or a legal entity. Shareholders/quotaholders are not obliged to reside in Switzerland. However, at least one representative of the company must have residence in Switzerland. 1.7 Shareholders’ Agreements/Joint Venture Agreements Shareholders’ agreements (SHAs) and joint venture agreements (JVAs) are commonly used in privately held companies in Switzerland. SHAs, in particular, protect minority shareholders and grant them contrac- tual rights that they would not otherwise have due to their minority shareholding. In listed companies, relationship agreements may be entered into between anchor shareholders and the company. 1.8 Typical Provisions in Shareholders’ Agreements/Joint Venture Agreements SHAs Typical provisions of SHAs concern, inter alia: • transfer restrictions and provisions regarding change of control or exit events, in which case pre- emptive rights, tag-along or drag-along rights, and put or call options are foreseen; • the composition of the board of directors and the management; • specific decisions of the board of directors or the shareholders’ meeting that require qualified majorities or the consent of a specific shareholder or board representative, or that are subject to a certain veto right; • dividend policy; and
Dividend rights certificates, which must not have a nominal value, entitle their holders only to a share of the disposable profit or the proceeds of liquidation, or to subscribe to new shares. LLC In a Swiss LLC, only registered quota shares can be issued. These can be certificated, and their par value must also be greater than zero. The LLC can issue different types of quota shares as well (see above). However, participation certificates are not permitted. In comparison to a stock corporation, quota shares cannot be listed on a stock exchange in Switzerland or abroad. 1.4 Variation of Shareholders’ Rights The main shareholders’ rights are: • the right to vote at the shareholders’ meeting; • the entitlement to receive a share of the profit and liquidation proceeds of the company; and • the subscription right in the event of the issuance of new shares. These shareholder rights can be limited by amend- ing the articles of association of the company (eg, by introducing super-voting or preference shares – see 1.3 Types or Classes of Shares and General Share- holders’ Rights ) or by resolution of the shareholders’ meeting. 1.5 Minimum Share Capital Requirements Stock Corporation The share capital of a stock corporation must amount to at least CHF100,000. At the time of incorporation, at least 20% of the nominal value of each share must be paid up, and in all cases capital contributions must in total amount to a minimum of CHF50,000. There is no upper limit for the share capital. The share capital can be paid in by cash or contributions in kind (such as real property or machines), or offset with a claim. The nominal value of a share must be greater than zero. It is permitted to denominate the share capital in euros, US dollars, British pounds sterling or Japanese yen – provided that the respective curren- cy is the functional currency of the business and the reporting currency used in the financial statements.
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