Law
| Bylaws |
- Each corporation should have a corporate goal, usually economic, which must be specified in the bylaws.
- The bylaws are the internal rules of the corporation which are elaborated by the founder.
- Some of these rules, such as the headquarters location, the corporate goal, the amount of the capital stock, the number, the value, and the type of shares, and the management, are mandatory and should figure in the bylaws. Others, which are facultative, should be included in the bylaws in order to be valid (for instance the length of the company’s life or the ability of converting bearer shares into registered shares).
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| Organizational meeting |
- An organizational meeting of the shareholders is held during which the founders adopt the bylaws, subscribe to all the initial shares, elect the members of the initial board of directors and the auditors, and have the minutes of the meeting notarised.
- The company must have at least three shareholders (who may act in a fiduciary capacity), but this requirement has no practical consequences after the formation of the corporation.
- A minimum of 20% of the nominal value of the share capital or CHF 50 000 (whichever is higher) should be paid in cash or in kind.
- The share capital is transferred to a blocked account at a Swiss bank to be held in the name of the company until the company is registered.
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| Headquarters, registration and the name of the company |
- The company must be registered in the Commercial Register at the site of its headquarters. The headquarters site should also be specified in the bylaws.
- A registration application must be prepared and signed by all board members and signatories and sent to the Commercial Register together with the notarised minutes of the founders’ meeting and additional required information. This information includes the corporation’s legal address, a statement of acceptance of office and duties by the board members and auditors, disclosure of the nature of the initial capital contribution of the founders (whether in cash or in kind), major assets to be acquired and a statement of non-violation of the Statute on Acquisition of Real Estate by Foreigners.
- The corporation becomes a legal entity when it is entered in the Commercial Register.
- In most cases, the corporate name includes the element “Société anonyme (French) / Aktiengesellschaft (German)” or the abbreviation “SA / AG”. If the name is to include a geographic term or a designation of a similar nature (for example, “European”, “International”, “Swiss”, “Switzerland”, preliminary approval by the Federal Commercial Register is required.
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| Shareholders meetings |
- A general meeting of shareholders must be held annually within six months after the close of the business year. The shareholders vote on the approval of the annual report and financial statements, pass resolutions on the agenda and elect the directors and auditors for their statutory term.
- Extraordinary shareholders meetings can also be convened by the board of directors or the auditors. One or more shareholders who represent 10% of the capital can also convene an extraordinary shareholders meeting.
- Although the bylaws can increase the majority requirements, the decisions of the shareholders usually require a 50% majority. However, certain decisions, such as a modification of the corporate goal, require a two thirds majority.
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| Auditing |
- All corporations must be audited annually.
- Elected by the shareholders meeting, the auditors can either be an independent person or a company and must be domiciled in Switzerland.
- The auditors, which should be independent of the company, examine the books and the annual financial statements in order to submit their report at the shareholders’ meeting.
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