The public limited company (AG) is one of the most widespread legal forms in Switzerland, not least because of its flexibility and the protection it offers its shareholders. In this article, we take an in-depth look at the SA under Swiss law, covering aspects such as incorporation, share capital, governance, shareholder liability and the key stages of dissolution. We will also look at the advantages and disadvantages of this legal form, as well as the main tax and accounting obligations.
Before setting up a company in Switzerland, it’s crucial to choose the most appropriate legal form for your project. The public limited company (AG) is particularly suitable for companies with growth potential looking to attract investors, thanks to the flexibility it offers in terms of capital and share transfer.
The Articles of Association are the founding document of a public limited company. They must be drawn up in writing and contain certain mandatory information, such as the company name, registered office, purpose of the company, amount of share capital, number of shares and their par value. The articles of association may also include optional provisions, such as rules of governance or specific shareholder rights.
The minimum share capital for a public limited company in Switzerland is CHF 100,000, of which at least CHF 50,000 must be paid up at the time of incorporation. Contributions in kind are also possible, subject to independent valuation and specific mention in the articles of association.
Once the Articles of Association have been drawn up and signed, the company must be registered in the Commercial Register. This involves publishing a notice in the Swiss Official Gazette of Commerce (SOGC) and providing various documents, such as the Articles of Association, proof of domicile for directors and an auditor’s report in the case of contributions in kind.
SAs can issue different types of shares, such as registered shares (allocated to a specific shareholder) or bearer shares (transferable without formalities). Shares may also carry different voting or dividend rights, depending on their category.
Each share must have a par value, which is determined when the company is incorporated and specified in the articles of association. The share capital must be paid up in full or in part, in accordance with legal requirements and the provisions of the Articles of Association.
The share capital of a public limited company may be increased or reduced by a decision of the shareholders’ meeting, subject to compliance with certain conditions and procedures. Capital may be increased by the creation of new shares, cash or in-kind contributions, or conversion of reserves. Capital may be reduced by reducing the par value of shares, buying back shares or reducing the number of shares.
Shareholders of a public limited company have the right to attend general meetings, vote on important decisions, receive dividends and consult corporate documents. They are also required to pay up their contribution to the share capital, in accordance with the Articles of Association and legal provisions.
The General Meeting of Shareholders is the supreme body of the AG. It meets at least once a year, and its main responsibilities include approving the annual financial statements, appointing directors and auditors, and amending the Articles of Association. Shareholders may also convene extraordinary meetings to deal with urgent or important matters.
The Board of Directors is the SA’s executive body, responsible for managing and representing the company. It is composed of at least one director, who may be a natural or legal person. Directors have legal obligations, such as fidelity, diligence and loyalty to the company, and may be held liable in the event of mismanagement.
The statutory auditors are responsible for auditing the company’s annual financial statements and verifying that they comply with legal and accounting standards. The appointment of an auditor is compulsory for public limited companies subject to ordinary audit (depending on size and sales), and optional for those subject to restricted audit.
The Board of Directors may delegate the day-to-day management of the company to Board members or third parties, subject to certain conditions and limitations. Delegation of powers must be provided for in the Articles of Association or in internal organizational regulations.
The liability of shareholders in a public limited company is limited to their contribution to the share capital. In the event of bankruptcy, they are not required to cover the company’s debts beyond their investment.
Directors of a public limited company may be held liable to the company, shareholders and creditors in the event of mismanagement, breach of the articles of association or breach of the law. This liability may be joint and several, meaning that each director may be required to cover all damages caused.
Directors may be fined, deprived of their liberty or banned from practicing their profession in the event of serious misconduct or fraudulent bankruptcy.
Swiss law offers certain protections to minority shareholders, such as the right to call a shareholders’ meeting, the right to request a special investigation in the event of suspicion of irregular management, or the right to object to decisions that are detrimental to their interests.
Public limited companies are subject to federal and cantonal income and capital taxes. Rates vary from canton to canton, and can be influenced by factors such as reserves, retained earnings and the value of share capital. Tax breaks may be granted for certain activities, such as research and development or investments in specific economic zones.
Public limited companies are also subject to value-added tax (VAT) if their sales exceed a certain threshold (CHF 100,000). VAT is levied on goods and services supplied in Switzerland, and must be declared and paid periodically to the tax authorities. Other taxes, such as stamp duty or property tax, may also apply, depending on the company’s activities.
Public limited companies must keep accounts in accordance with Swiss or international standards (Swiss GAAP FER, IFRS) and present annual financial statements comprising a balance sheet, an income statement and explanatory notes. Auditing is compulsory for public limited companies subject to ordinary auditing, and optional for those subject to restricted auditing.
A public limited company may be dissolved for a variety of reasons, such as a decision by the Annual General Meeting, bankruptcy, merger with another company, or achievement of the company’s statutory purpose.
The liquidation of a public limited company involves the realization of its assets, the payment of its debts and the distribution of the liquidation surplus (if available) to the shareholders. The liquidation procedure is overseen by a liquidator, who may be a director, a third party or a public body, depending on the circumstances.
The liquidation surplus is the difference between the assets realized and the debts paid on liquidation of a public limited company. It is distributed to shareholders in proportion to their stake in the company’s capital, unless otherwise provided by the articles of association or by law.Conclusion
All in all, the AG is an attractive legal form for entrepreneurs in Switzerland, thanks to the protection it offers shareholders and its flexibility in terms of management and financing. However, it also entails significant legal and administrative obligations, particularly with regard to governance and accounting. Before setting up an SA, it is therefore essential to fully understand the legal and tax implications, and to seek the support of a competent professional in the field.
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