A thorough knowledge of company law makes it possible to determine the ideal structure to put in place in accordance with the project and the client’s specific objectives. For example, under the law on Swiss limited liability companies (sociétés à responsabilité limitée, SARL), personal obligations incumbent on all of the company’s partners can be incorporated into the company’s articles (prohibition on competition, prohibition on selling their share in the company’s capital, obligation to make supplementary contributions, etc.), which the law on Swiss corporations (sociétés anonymes, SA) does not allow. On the other hand, the names of all partners in a Swiss limited liability company appear in the Trade Register. This can pose difficulties in terms of confidentiality.
As a rule, the partners of a company with share capital (Swiss limited liability company, SARL or Swiss corporation, SA) are not held personally liable in the event of the company’s failure. On the other hand, partners in a (Swiss) partnership – sole proprietorship, simple partnership (société simple), general partnership (société en nom collectif), etc. – bear joint liability, witch extends to their private assets. These two examples demonstrate how choosing a structure can have direct consequences on partners’ rights and responsibilities and the ways in which they interact with third parties.
T&CO advises businesses on company law, with particular reference to the following :
- Legal advice when founding a company (particularly in terms of company type, share class and amount of share capital)
- Drafting the articles of incorporation and related agreements
- Establishing partnership or shareholders’ agreements
- Drawing up formal board meeting records and applications to the Trade Register
- Restructuring operations involving companies or groups (mergers, divisions or conversions)
- Advice during business acquisitions, company takeovers, joint ventures and increases and reductions in share capital
- Due diligence when acquiring or selling companies