Legal

A merger combines two or more companies, with assets and liabilities transferred through universal succession. The merger process requires a contractually established procedure approved by the general meeting.

The distinction between non-independent and independent employment is complex in social insurance law and requires a detailed analysis of various criteria. Non-independent individuals are often automatically covered by social insurance, whereas independents may join insurances optionally.

The Fusion Act allows the change of legal form of companies, such as the conversion of a GmbH into an AG, without liquidation. A written plan, its review, a shareholders' resolution, public notarization, and registration in the commercial register are required for the conversion.

For a proper audit, according to Art. 728 of the Swiss Code of Obligations, the audit office must be independent, which includes, among other things, not being a member of the board of directors or having decisive participations. In the case of the limited audit, despite lower requirements, certain aspects of independence according to Art. 729 of the Swiss Code of Obligations must still be maintained.

Art. 959 ff. of the Swiss Code of Obligations governs the structure of a company's annual financial statement, which includes the balance sheet, income statement, and notes to the accounts. The balance sheet shows the assets and financial position, while the income statement reflects the earnings situation and the notes explain this information.

The arbitrary valuation of hidden reserves in Switzerland contradicts the "true and fair view" principle of international standards such as IFRS and US GAAP. Hidden reserves serve to minimize profits for taxes and dividends, but do not change the actual financial situation.

Since 2012, companies must conduct a proper audit under stricter conditions if they meet certain financial criteria or legal requirements. The criteria for this are regulated in Art. 727 of the Swiss Code of Obligations and include, among others, publicly traded companies and those with large balance sheets or employee numbers.

If a debtor violates the obligation for proper accounting and balance sheet preparation, this can result in penalties of up to three years of imprisonment or a fine. This regulation only affects the insolvency-capable debtor who is required to keep accounts.