Commercial Law in Switzerland
In the Swiss economic landscape, engaging a specialist commercial lawyer constitutes a major asset for companies wishing to navigate with confidence in the complex legal environment of business. Our law firm provides expert legal support to companies of all sizes, from local SMEs to multinationals, including innovative start-ups. Our jurists, trained in the specificities of Swiss commercial law, intervene both in the phases of creation and development, and during restructuring or disputes. Drawing on thorough knowledge of the Swiss economic fabric and its cantonal particularities, we place our expertise at the service of your commercial success, in strict compliance with the applicable legal framework.
Company Formation and Structuring in Switzerland
Founding a company in Switzerland requires thorough knowledge of the various available legal forms and their implications. Our law firm accompanies entrepreneurs in this foundational process with expert precision.
Choosing the Appropriate Legal Form
The choice between SA (public limited company), Sàrl (limited liability company), general partnership or sole proprietorship considerably influences the future of your business. Our lawyers analyse your commercial project, your objectives and your personal situation to guide you towards the most advantageous structure. This strategic decision directly impacts your personal liability, your taxation and your financing possibilities.
We accompany you in evaluating the advantages and disadvantages of each legal form according to precise criteria:
- Minimum capital required and financing flexibility
- Applicable tax regime by canton
- Extent of personal liability
- Governance and decision-making process
- Possibilities for future expansion and succession
Formation and Administrative Formalities
Once the legal structure is defined, our lawyers take charge of all the administrative steps necessary to create your company. We draft articles of association in compliance with Swiss law while protecting your interests, prepare documents for notarial authentication, and coordinate registration in the commercial register.
Our support includes the drafting of founding contracts such as shareholders' agreements or partnership agreements, thereby ensuring a solid foundation for your activity. We pay particular attention to anticipating potentially conflictual situations (exit clauses, share valuation, etc.) to secure the future of your structure.
Commercial Contracts and Negotiations
Drafting and Reviewing Tailor-Made Contracts
At the heart of every business relationship are commercial contracts, the legal pillars of economic exchange. Our law firm excels in drafting, analysing and negotiating these fundamental legal instruments. We develop tailor-made contracts that faithfully reflect your commercial intentions while protecting you against the risks inherent in your sector of activity.
Our expertise covers a wide range of commercial contracts:
- Sale contracts and general terms and conditions
- Distribution and franchise contracts
- Confidentiality agreements (NDA) and non-competition agreements
- Service provision contracts
- Licence and technology transfer contracts
- Subcontracting and partnership contracts
Corporate Law and Corporate Governance
Daily Legal Management of Companies
Legal compliance of a company is not limited to its creation, but requires rigorous monitoring throughout its existence. Our law firm offers comprehensive support in corporate law, covering all aspects of corporate life.
We handle the preparation and conduct of ordinary and extraordinary general meetings, the drafting of minutes, and ensure compliance with legal obligations regarding publication and communication to the authorities. Our expertise extends to the management of shareholder and partner registers, guaranteeing perfect traceability of ownership.
- Advice on the rights and obligations of directors
- Drafting of organisational regulations
- Implementation of internal control systems
- Management of conflicts of interest
- Prevention of corporate body liability
Restructuring Operations and Statutory Changes
Companies evolve constantly, sometimes requiring significant structural transformations. Our expertise in corporate law allows us to accompany these changes with precision and legal security.
We intervene in capital increase or reduction operations, statutory changes, registered office transfers, and changes of corporate object. Our team masters the merger, demerger and transformation procedures for companies provided for by the Merger Act (MA), ensuring a smooth and legally secure transition.
Commercial Litigation and Dispute Resolution
Pre-Litigation Strategies and Negotiation
Our philosophy favours prevention and amicable resolution of conflicts. From the first signs of a dispute, we analyse the legal situation, evaluate the strengths and weaknesses of your position, and develop a strategy adapted to your commercial objectives.
The pre-litigation phase generally includes:
- In-depth analysis of contractual documents
- Assessment of available evidence
- Drafting of targeted formal notices
- Organisation of conciliation meetings
- Negotiation of settlement protocols
Judicial Proceedings and Arbitration
When the amicable route fails, we represent your interests before the competent courts with determination and rigour. Our litigation lawyers, well versed in the specificities of Swiss commercial disputes, effectively defend your position before the cantonal and federal courts.
We also have significant expertise in commercial arbitration, both domestic and international. We intervene in proceedings administered by the principal arbitral institutions (SCAI, ICC, etc.) as well as in ad hoc arbitrations.