Personal liability in company law

Depending on the form of business entity that has been chosen different stipulations of company law govern the level of liability. Because of this it's important to consider during the course of a business start exactly who might be liable in case of a insolvency.

Can initial deposits be repaid to the stockholders?

No, it is not allowed to repay initial deposits to shareholders because the value of the company in the size of the stock deposit may not be voluntarily diminished.

Special nature of secret or silent reserves under Swiss law

The arbitrary valuation of silent reserves is an idiosyncrasy of Switzerland. With the conceptual base of the true and fair view, which is the international standard used in IFRS or GAAP, the arbitrary valuation of actives and passives is questionable.

What are the functions of the company assets of an AG?

The assets of a public limited company (AG), especially the so-called equity capital, have the main function of being basis of liability of the investors.

Taking action before the foundation of your partnership

Before a partnership is formed, the founders can generally already operate in the name of the partnership.

Does a member of the board of directors need to be a shareholder in the company?

So does a member of the board of directors need to be a shareholder in the company?

What can be addressed through the use of a shareholders` agreement?

The shareholder has a basic duty to pay in full his or her capital investment (Swiss Code of Obligations Art. 680 Para. I). Beyond that, further duties can be assigned by creating a shareholders’ agreement. IMPORTANT: Rights and duties under this kind of agreement only binds the partners among themselves ...

Political terminology in your company name

Political terms such as Eidgenossenschaft, Bund, eidgenössisch, Kanton, kantonal, Gemeinde, kommunal or other terms that may be interpreted as such are forbidden to be any part of your company name insofar that it could give the impression that the company has a public or official function ( Art. 6 Wappenschutzgesetz; ...

Company name: Registering a suffix like “Ltd” in Switzerland

In order to register a limited liability company (Swiss LLC) or a corporation, it is necessary that the business name indicates the legal form ("GmbH" for a Swiss LLC or "AG" for Swiss a corporation).

What is the point of companies?

"The limited liability corporation is the greatest single discovery of modern times, even steam and electricity would be reduced to comparative impotence without it" (Nicholas Murray Butler, 1862-1947).