SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
Schellenberg Wittmer Ltd Löwenstrasse 19 PO Box 2201
8021 Zurich Switzerland Tel: +41 442 155 252 Email: zurich@swlegal.ch Web: www.swlegal.ch
1. Introductory 1.1 Forms of Corporate/Business Organisations
Swiss Company Law Swiss company law has undergone a compre - hensive revision, which came into force on 1 January 2023 (for an overview of various relevant new provisions, see 2.1 Hot Topics in Corporate Governance ). FinMIA The FinMIA regulates the organisation and oper - ation of financial market infrastructure and the conduct of financial market participants in secu - rities and derivatives trading. The FinMIA is further specified by three ordi - nances on stock exchanges and securities trad - ing: • the Financial Market Infrastructure Ordinance (FinMIO) is issued by the Swiss government (Federal Council) directly; • the FINMA Financial Market Infrastructure Ordinance (FinMIO-FINMA) is issued by the Swiss Financial Market Supervisory Authority (FINMA); and • the Takeover Ordinance (TOO) regulating pub - lic takeovers is issued by the Swiss Takeover Board (TOB). In addition to the issuance of ordinances in its field of competence, the regulatory body FINMA
The principal forms of corporate organisations in Switzerland are the stock corporation ( Aktienge- sellschaft (AG)) and the limited liability company ( Gesellschaft mit beschränkter Haftung (GmbH) or LLC). The stock corporation is the most impor - tant company form; it is suitable for all sizes and types of business and is the only company form that can be listed on a stock exchange. Both the AG and LLC feature a separate legal personality, a predetermined capital divided into shares or quotas and a limitation of liability to their own assets. 1.2 Sources of Corporate Governance The primary sources of law relating to corporate governance are the Swiss Federal Code of Obli - gations (CO) (namely the Swiss company law in Article 620 et seq. CO) and, for listed corpora - tions, the Swiss Federal Act on Financial Market Infrastructure and Market Conduct in Securities and Derivatives Trading (the “Financial Market Infrastructure Act” or FinMIA). Requirements Primary Sources
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