Commercial law includes in particular the legal fields of company law, contract law and labour law.
- Would you like to set up a company as a start-up?
- Are you an international company looking to set up in Switzerland?
- Would you like to protect your company as best as possible through general terms and conditions (GTC) and, if possible, exclude your liability?
- As an employer, do you need employment contracts that prevent employees from soliciting clients even beyond the termination of the employment relationship and effectively prohibit competitive activity?
- Is your employer threatening you with a notice of change?
- Do you as an entrepreneur have a need for a tailor-made contract for work and services or a contract of sale?
- As an entrepreneur, are you confronted with customers who are reluctant to pay or would like to enforce a claim?
We support you in negotiating and drafting contracts and ensure that the relevant legal provisions are observed. We advise you on the choice of the appropriate corporate form and on the restructuring or takeover of existing companies. We support you in negotiating and drafting contracts and ensure that they do not contain any clauses that are unfavourable for our clients.
Company law is mainly regulated in Articles 530 et seq. of the Swiss Code of Obligations (CO). According to the legal definition contained in the CO, a company is the contractual association of two or more persons to achieve a common purpose with common forces and means.
However, company law also knows the following sources of law:
- Merger Act (FusG)
- Cartel Act (KG)
- Banking Act (BankA)
- Stock Exchange Act (SESTA)
- Collective Investment Schemes Act (CISA)
- Audit Oversight Act (AOA)
- Commercial Register Ordinance (HRegV)
- Various FINMA ordinances
Swiss company law has a numerus clausus of permissible company forms. In particular, a distinction is made between partnerships and corporations. Swiss company law recognises the following partnerships:
- Simple society
- General partnership
- Limited partnership
Corporations include the following types of companies:
- Public limited company (AG)
- Limited partnership
- Limited liability company (GmbH)
In practice, the legal form of a public limited company or a limited liability company is often chosen. The attractiveness of these company forms lies in particular in the liability, which is limited to the company's assets. The aforementioned company forms also have advantages from a tax law perspective. The main difference between the public limited company and the limited liability company lies in the founding capital. In the case of a public limited company, a share capital of CHF 100,000 (of which at least CHF 50,000 must be paid up) is prescribed by law, whereas the formation of a limited liability company is already possible with a share capital of CHF 20,000.