Fiduciary Service in Switzerland

Entrepreneurship

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Right of the Supervisory Board to information and inspection

The Federal Court has ruled that the right to information of the board of directors according to Art. 715a OR is judicially enforceable. This decision supports boards of directors in effectively exercising their supervisory and management functions.

Delegation of management by the board of directors: organizational regulations and liability

The management of larger corporations is legally assigned to the board of directors, which, however, may delegate it with statutory authorization. A valid delegation requires an organizational regulation or a board of directors' resolution.

Delegation of management by the board of directors: requirements

In larger corporations, the board of directors can delegate management tasks if the statutes allow this. However, non-transferable tasks remain with the board of directors.

Due Diligence in Business Acquisition – Part 3: Business Management Due Diligence

Business Due Diligence is used to evaluate a company by analyzing its products, market, and business model. It is essential for external purchases and should not only be based on provided data.

Due Diligence in Business Acquisition - Part 2: Financial Due Diligence

In a business acquisition, financial due diligence is essential for examining the financial circumstances. The analysis significantly influences the purchase price negotiations and is required by banks for credit decisions.

Due Diligence in Company Acquisition – Part 1: Legal Due Diligence

Due diligence is the thorough examination of a company for sale and affects the price as well as other sales conditions. It includes legal, financial, and business aspects and often involves experts.

Managing Director/Administrative Board of GmbH and AG in Switzerland

Since 2015, a business manager or board member residing in Switzerland must represent a Swiss corporation or limited liability company. Findea AG provides the required local representation with their mandate.

Excessive binding of shareholder tie-in agreements

Shareholder tie-in agreements (ABV) regulate internal arrangements such as voting commitments and dividend policies, often indefinitely, raising legal concerns regarding excessive commitment. The Federal Court ruled that a non-cancellable ABV can overly restrict economic freedom, especially in succession planning.

Federal Council enacts new fintech regulations

The amended banking ordinance, which comes into effect on August 1, 2017, facilitates market entry for fintechs and strengthens the financial center Switzerland. New regulations ease the acceptance and testing of public deposits up to CHF 1 million without a commercial license.