Corporate law

Published on Feb 5, 2013 by LPG

Swiss company registration: creating a Swiss S.A. 

For Swiss company registration of an S.A. (Swiss PLC)* notarized legal documents must be submitted.

The articles of association

The following must be included in the company articles of association for the Swiss company registration of an S.A.:

  • corporate name
  • corporate address
  • corporate purpose
  • the amount of share capital and number of shares
  • the conditions of shareholder and general meetings
  • the appointment of auditors and administrators

Legal personality

A Swiss S.A. becomes endowed with legal personality once it is listed on the Commercial Registry.

Social capital

A minimum share capital of 100,000 CHF is required for Swiss company registration of an S.A. The amount to be paid in is 20% of the nominal capital or 50,000 CHF, whichever amount is greater.

The shares

Shares can be issued in the form of registered or bearer shares. The shareholder's identities are anonymous and not filed publicly. Bearer shares can only be issued if the capital has been paid up in full. The Board of Directors may at any time require the payment of the capital which has not been paid in. Capital contributions can be paid in cash or in kind (subject to the approval of the Swiss auditor).

The shareholders

At least one shareholder is required for Swiss S.A. incorporation.

The general shareholders meeting

The Board of Directors is generally responsible for calling the general shareholders meeting in a Swiss S.A. In certain cases, it can be called by the auditor. Any shareholder owning more than 10% of the stated capital or a aggregate par value of more than 1 million francs may request that the Board of Directors summon a general meeting.

The board of directors

The board of directors of a Swiss S.A. must have at least one member. Only physical persons can be on the board of a Swiss S.A. and at least one of the members of the board must reside in Switzerland. In certain cases, LPG Geneva can provide the service of acting as director. Where there is more than one member on the board, binding decisions can be signed by each member of the board unless otherwise stated on the Swiss Commerce Registry.

Auditing

Swiss S.A. companies must normally have an auditor review their financial statements. However, small companies with fewer than 10 employees are not required to undergo audits if the shareholders agree to opt out.

*The closest equivalent of an S.A. is a Swiss PLC, with minor differences.

 

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