SWITZERLAND Law and Practice Contributed by: Philippe Nordmann, Marion Bähler, Dario Glauser, Christian Hagen and Samuel Lieberherr, Walder Wyss Ltd
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 (opting out) with the sharehold - ers’ 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 beneficial 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 organisation of the company, elect - ing the board of directors and taking a (limited) number of key decisions. The board of directors is the executive body responsible for all matters not reserved for the general meeting, and shall manage the business of the company to the extent it has not delegat -
ed 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 management (except for certain reserved matters) is, in many cases, delegated to the executive management, effectively leading to a two-tier structure. Certain companies, including banks and insurance companies, are even legal - ly required to establish such two-tier structure. The following are non-transferable, inalienable duties that may not be delegated: • the overall management of the company and the issuing of all necessary directives; • determination of the company’s organisation; • the organisation of the accounting, financial control and financial planning systems as required for the management of the company; • the appointment and dismissal of persons entrusted with managing and representing the company; • overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, operational regulations and directives; • compilation of the annual report, preparation for the general meeting and implementation of its resolutions; • filing an application for a debt restructuring moratorium and notification of the court in the event that the company is overindebted; and • in the case of companies whose shares are listed on a stock exchange, the preparation of the remuneration report.
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