When speaking of a public limited company (AG), one is principally referring to a corporate entity. In contrast to a limited liability company(GmbH), the relationship to the owners is less relevant.
The Swiss commercial code defines the GmbH (the Swiss version of a limited liability company) as a “personal capital company” (Swiss Code of Obligations Art. 772 Para. I).
Under Swiss law, there are basically four legal forms of companies:
Under the new GmbH regulation (into force since 1 January 2008), a GmbH can be established by a single person (art. 775 of the Swiss Code of Obligations).
No, under the applicable law, the manager of a GmbH must not necessarily be a shareholder of the company.
The old Limited Liability Company (GmbH) right still provided the option to only pay in one half of the minimum share capital requirement of CHF 20'000. Under the new law (in force since 1st January 2008), this is not possible any more.
Losses of the first business years of a GmbH or a corporation (AG) may be carried forward and allocated against future profits. Normally, it is possible to carry forward losses of the last seven years.
The initial capital of a GmbH (Swiss form of a limited liability company) or a AG (Aktiengesellschaft, Swiss form of a corporation), must not necessarily be deposited in Swiss Francs. Rather, it is possible to use euros or other currencies as well.
Founders, members of the administrative board and all people who participate in a corporation's formation process are subject to the formation liability in accordance with art. 753 of the Swiss Code of Obligations. This applies to the formation of a GmbH too.
Formation liability means that all participants to the formation ...
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