SWITZERLAND Law and Practice Contributed by: Philippe Nordmann, Marion Bähler, Dario Glauser, Christian Hagen and Samuel Lieberherr, Walder Wyss Ltd
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 entities, (ii) a management report and (iii) consolidated financial statements to the shareholders/quota holders for approval. While the financial statements of private compa - nies 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 standards. Whether an ordinary or a limited audit of the financial 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 requirement altogether under certain conditions. The financial statements of private companies are subject to an ordinary audit requirement in case, for two consecutive fiscal years, at least two of the following 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 financial statements can also be required by the company’s articles of associa - tion or a resolution of a shareholders’ meeting.
In contrast, the commercial register reflects the quota holders of all LLCs. 3.2 Incorporation Process Typically, share corporations and LLCs are incor - porated within two weeks, although it is possible to accelerate the process if necessary. The incorporation requires the filing and registra - tion of the following documents in the competent commercial register of the canton of the seat: • a public deed on the resolutions of the found - ers′ 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 acceptance thereof of the board of directors/ management and the auditors (if any); • legalised signature specimens for those direc - tors 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 regis - ter, including: • changes in the board/management; • changes of signatories; • in the case of an LLC, changes in the quota holder(s); and • changes to the articles of association, includ - ing changes to the company’s registered seat, capital, purpose, transfer restrictions, etc.
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