Switzerland

GmbH Law  

With the revision of the Swiss Code of Obligations, the legal structure of the limited liability company (GmbH) in Switzerland shall consistently be established as a personal capital company.

    This is intended to eliminate deficiencies in the law, which had not been changed since 1936, and to make the limited liability company a more attractive legal structure. The new provisions took effect on January 1, 2008.

    To ensure the uniformity and consistency of company law, adjustments were also made to corporation law ("minor revision of corporation law”). Some modifications were also made in commercial register law and company law.

     

    Key changes:

    • Company objects
      The former restriction of the purpose to financial purposes has now been eliminated. This means that the limited liability company, just like the joint stock company, can also be used for non-profit purposes.

 

    • Share capital and company shares
      The minimum share capital of CHF 20,000 remains in place. However, it must now be fully paid up. It is now also possible for each shareholder to hold more than one company share.

 

    • Qualified foundation with a foundation report and audit confirmation
      In the case of a qualified foundation, the founders must prepare a founding report. An auditor must also examine the foundation report and must prepare an audit confirmation.

 

    • Share capital increases
      Share capital increases have now been facilitated. As for the joint stock corporation, this is performed in two stages: The shareholders' meeting determines the amount by which the share capital shall be increased, as well as any special features. It is now the case that only two thirds of the voices represented must give their assent, as well as the absolute majority of the overall share capital, and not all shareholders unanimously, as was previously the case. Thereafter, the shareholders have three months to firmly establish the increase, to make the necessary statutory changes, and to have the increase entered in the commercial register.
      In the case of a capital increase, new subscription certificates must be issued along with a capital increase report, and in the event of a qualified capital increase, an audit confirmation must be obtained from an auditor.

 

    • Rights and duties of shareholders and directors
      Company general meetings have been granted extended authority. Direc-tors also have non-delegable and inalienable duties. These are listed under Art. 810 Para. 2 OC.

     

    AG or GmbH


    The new limited liability company (GmbH) law offers companies numerous organizational possibilities, but also makes it more difficult to choose the best type of company. The following table shows the most important differ-ences between the limited liability company and the joint stock corporation.

    The reference work "Neuerungen im Gesellschafts- und Revisionsrecht 2007/2008" (Schulthess Verlag, ISBN/ISSN: 978-3-7255-5329-7) provides a quick introduction to the subject, explains important legal texts, and compares the various types of company. Order directly via Schulthess Verlag.

     

  • Federal Audit Oversight Authority
  • Swiss Federal Justice Department