The joint-stock company as laid down in the Articles 620 to 763 of the Swiss Code of Obligations is the corporate form most widely used in Switzerland.
A joint-stock company requires a minimum share capital of CHF 100'000 which may consist of bearer shares or registered shares. The minimum face value of a share is CHF 10. Each share carries one vote whereby the votes are, in principle, counted in relation to the face value of the shares. However, it is possible to determine in the articles of association that irrespective of the face value each share shall carry one vote and, thus, it is possible to have control of a corporation with only a minority capital investment.
The transfer of shares may be restricted by the company's articles of association. The range of possible transfer restrictions is wider for non-listed companies than for listed companies which may only restrict a shareholder's voting and similar rights but no other rights embodied in the share.
The main rules of organisation of the company are contained in the articles of association. The compulsary corporate bodies are the shareholders' meeting (to be convened at least once a year), the Board of Directors and the auditors.
The Board of Directors may consist of one or more individuals elected by the shareholders. The majority of the Directors must be Swiss citizens domiciled in Switzerland. To a considerable degree the board is free to determine the internal organisation of the company. The Board may either manage the company itself or, as in the case of most medium-sized to large companies, elect to appoint one or a team of key executives (management) to run the day-to-day operations. By law the board must retain overall supervision and control. If the board adopts such a structure, it must issue "organisation rules" in writing. Directors have a general duty of care and loyalty towards the company and its shareholders and are personally liable for all violations thereof.
Shareholders are not liable for the company's obligations except for their investment in the share capital.
The content of this article is intended to provide general information about Swiss Company Law and is not a legal advice. The choice of the appropriate type of Business Association requires legal advice according to specific circumstances.
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