Corporate law issues? We will provide you with reliable support.

Whether it is the formation, adjustment of articles of association or changes in the shareholder structure — when business decisions require legal clarification, we are at your side. We advise companies and bodies on all corporate law matters — experienced, prudent and solution-oriented.

Free initial consultation

Many years of experience

Immediate help from a lawyer

Over 15,500 cases handled

Immediate help from a lawyer
many years of experience
Free initial consultation
rights

Proactive advice in corporate law.

Corporate law decisions have far-reaching legal and economic consequences. Whether it's founding, partnership agreements, structural changes or responsibilities: Clear regulations are crucial.

We analyse your situation and identify well-founded options for action. With legal experience, we provide comprehensive advice to shareholders, boards of directors and companies and represent your interests before authorities and courts.

We competently assist and represent you in corporate law. For example, with:

Establishments

Capital increases and capital reductions

Transformations of types of companies

mergers and acquisitions

Review and enforce liability issues of boards of directors and managing directors

Assignment of company shares

Liquidation of a company

expertise

We can help with that

Public certification of company formations

Certification of all founding acts for AG, GmbH and other legal forms.

Amendments to the statutes

Certification and legal support for adjustments to the company statutes.

Capital increases and capital reductions

Notarization and legal advice on changes in share capital.

conversions

Legal support and notarization during the conversion of a company into another legal form.

mergers

Notarization and advice on merging companies.

Takeovers and liquidations of companies

Notarization and legal support when taking over companies or shares in companies as well as in the liquidation and liquidation of companies.

Representation before conciliation authority and court

Representing your interests before conciliation authorities and courts.

expiry

Here's how to go about it.

1

Request a free initial consultation

One of our experienced lawyers will contact you in the coming working days to discuss your concerns with you.

2

Describe case

Tell us about your concerns in your own words. Your information is kept strictly confidential.

3

Get advice

Start working with the lawyer of your choice as part of an attorney-client relationship.

team

Our corporate law experts.

Always there for you

Danilo Unternährer
Lawyer
Pascal Sonntag
Lawyer
Danilo Unternährer
solicitor
Pascal Sonntag
solicitor
contact

Free Request a call back.

We will call you back as soon as possible so that we can discuss your case.

Thank you so much! We have received your request and will get back to you as soon as possible.
Something went wrong when submitting the form. Please check your details.

Frequently asked Questions and answers.

Typical questions in company law may include:

What types of companies exist under Swiss law?

The companies include in particular the collective company, the limited partnership, the joint stock company (AG), the limited liability company (GmbH) and the limited partnership. A sole proprietorship is not a company in the legal sense, as it does not have its own legal personality and is inseparably linked to the natural person of the owner. In addition, the law includes other legal entities such as the association, the foundation and the cooperative.

The choice of the appropriate legal form or form of company depends in particular on liability, capital requirements, organization, publicity and tax aspects.

We would be happy to advise you on this.

What is the difference between an AG and a GmbH?

Both the AG and the GmbH are legal entities with generally limited liability to company assets, but differ in their structure and flexibility.

The AG is more capital market-oriented, allows more anonymous investments via shares, has stricter capital requirements and is particularly suitable for larger or growth-oriented companies.

The GmbH is more personalized, the shareholders are named in the commercial register, entry and exit are more heavily regulated, and it is often suitable for small and medium-sized companies with a manageable number of shareholders.

We would be happy to advise you individually on which type of company is best suited to your concerns.

How does the formation of an AG or GmbH work?

Establishment requires a publicly notarized founding act in which the founders adopt the articles of association, appoint the governing bodies and liberate the share or share capital. The capital must be paid into a blocked account in advance; this is followed by public notarization and registration with the commercial register; the company is only legally valid upon entry.

We would be happy to carry out your incorporation professionally and take care of all steps, including notarization and commercial register registration.

What is a shareholder commitment agreement or shareholder agreement and what is it for?

A shareholder commitment agreement (AG) or shareholder agreement (GmbH) is a private agreement between the parties involved, which regulates rights and obligations in addition to the articles of association. Typical content may include pre-purchase and co-sale rights, non-competition regulations, succession regulations, valuation of shares and dispute resolution.

In contrast to the articles of association, the shareholder commitment agreement only has effect between the signing shareholders; the agreed rights and obligations have no direct relevance under corporate law, which is why breaches of contract have no consequences under criminal or corporate law. The injured party can only claim damages from the co-signatories or claim compliance — but not from the company or the board of directors. Unlike articles of association, such contracts are not published in the commercial register and enable finer, confidential coordination of participants' interests.

We are happy to create such contracts individually tailored to your needs.

Under what conditions can I hold a virtual general meeting?

The prerequisite is that the statutes provide for the possibility of a virtual general meeting. When convened, the Board of Directors must then appoint an independent proxy (in the case of unlisted AGs, a waiver may be provided for by statute) and ensure that the identity of the participants is established, votes are transferred directly, the right of discussion and application is guaranteed and that votes cannot be falsified. In the event of technical problems that make it impossible for the Assembly to continue as usual, the General Assembly must be repeated. Decisions taken by the General Assembly before the technical problems occur remain valid.

We would be happy to review your statutes, assist with adjustments and assist you in holding virtual general meetings in a legally secure manner.

What role do the company's statutes play?

The articles of association form the constitutional basis of the company and are mandatory for incorporation — they must be publicly notarized and entered in the commercial register.

They regulate essential basic data such as company name, registered office, corporate purpose, capital structure and organization. In addition, the articles of association make it possible to individually structure shareholder/shareholder rights.

We draft statutes individually tailored to your needs, certify them and optimize the organizational structure for maximum legal certainty and flexibility.