Swiss limited liability company(GmbH) shareholder duties
Payment under subscription: The shareholder is bound to pay for the shares upon issue, either with money or with real assets. It is important to remember that, upon founding a limited liability company (GmbH), the shareholders have to pay the entire value of the face amount (and not only 50% as under the old law).
Duty of faith: A shareholder is bound to refrain from any activity which could interfere with the company’s interests. Additionally, it is possible to stipulate a stricter duty of non-competition in the company’s statutes. This two duties may be loosened if every shareholder gives his written consent.
Additional obligations and reserve liability: It is possible to determine further shareholder obligations in the company’s statutes. For instance, the statutes may establish an obligation for the shareholders to work for the company. Also, the competence to freely sell company shares may be restricted. The statutes may, under circumstances such as difficult market environment, even force the shareholders to pay in additional money.
Summarizing one can say that the shareholder of a swiss GmbH is, in comparison with the shareholder of a swiss AG (corporation) more closely bound to his company. However, the details of this tie depend particularly upon what the shareholders stipulate in the statutes upon foundation of the company. If one wishes to set up further obligations afterwards, one needs the consent of every affected shareholder.
Preferably you establish the foundation of your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation. Here you will be able to apply for a counselling interview and to request free documentation.
