Corporate law
Formation, governance and day-to-day corporate housekeeping for Swiss SMEs.
Most Swiss SMEs only think about corporate law twice: when they set the company up, and when something goes wrong. We work in between, keeping the share register, board minutes and shareholder arrangements in a state where a financing round, a bank, an auditor or a buyer finds exactly what they expect to find.
What we do
Formation and restructuring
Choice of legal form (GmbH, AG, branch), incorporation with the commercial register, capital increases, conversions and group restructurings under the Swiss Merger Act.
Shareholder and founder agreements
Vesting, tag-along and drag-along rights, pre-emption, deadlock mechanics and exit provisions drafted so they still work when the relationship is under strain.
Board and general meeting practice
Convening notices, agendas, minutes, organisational regulations and signature authorities that satisfy the Swiss Code of Obligations and survive scrutiny in due diligence.
Corporate housekeeping
Share register maintenance, beneficial-owner records, commercial register filings and annual cycle support so nothing accumulates as a future problem.
Typical situations we are called in for
- You are founding a company, or converting a GmbH into an AG
- New shareholders or an investor are joining and the cap table needs structure
- A bank, auditor or acquirer has asked for corporate documents you cannot find
- Founders want to agree the rules of the game before growth makes them expensive
Discuss your matter
Tell us briefly what you are dealing with. We will point you to the lawyer in the network who handles this kind of matter day to day.