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Swiss Shareholders

Swiss Shareholders

The creation of a company in Switzerland is completed by the shareholders who can be natural persons or corporations. These are the owners of the respective business and are entitled to various benefits.  However, they also have duties.

Swiss shareholders are divided into majority and minority stockholders. Below, our local specialists provide a clear picture on the roles, benefits and obligations of shareholders. We are at your disposal with various services related to company formation in Switzerland.

Company shareholders in Switzerland

Swiss Shareholders are entitled to a series of rights in the company they invest in but their investments also come with liabilities and responsibilities. The limited liability company is one of the most popular business forms in Switzerland and this type of company requires a minimum number of shareholders.

If you want to open a company in Switzerland, our experts can give you detailed information about the incorporation procedure and the minimum number of shareholders per company.

Shareholder’s rights in Switzerland 

Basic shareholder rights include the following:

  • – the capacity to vote.
  • – the right to a portion of the earnings from the sale or profit;
  • – to be members of the board of directors.

The limited liability company and the public limited company in Switzerland require at least one shareholder in order to be formed. The shareholder can also be a member of the board of directors or even the company director. The liability of the shareholders is limited to the amount invested in the share capital.

The shareholders of a company must gather each year for a meeting. This must take place no later than six months after the company registration in Switzerland. These individuals have the authority to decide upon the composition of the board of directors and the executive management of the company: they name and discharge directors and board members.

Most decisions regarding the management of the company are only valid of all the shareholders participate in the meeting. However, the following proposals can be validated even if some of the shareholders are not present: performing a special audit, electing the auditors or convening an extraordinary shareholder’s meeting

Swiss law stipulates that if there are many classes of shares with the same voting rights, each of them has the right to be represented at the board.

The Articles of Association will specify that each class of shareholder will have the right to elect at least one shareholder with respect to voting or property.

Every shareholder is entitled to get a copy of the:

  • – the firm’s audited financial statements.
  • – the directors’ board’s management report.
  • – the auditors’ audit report.

Our Swiss company formation consultants are at your disposal with information on shareholders’ rights.

Shareholders’ obligations in Switzerland

Swiss shareholders do not have only rights, as they also have liabilities towards the company. Shareholders are only responsible for covering any unpaid amount of the issue price of their shares. The Articles of Association may oblige shareholders in an LLC (but not in a corporation limited by shares) to contribute more money to the business up to a certain maximum if requested by the managing officers. Direct liability of stockholders to the company’s creditors, however, cannot be established.

If you want to open a company in Switzerland and need support, feel free to consult with our agents.

Swiss corporate governance

Shareholders in Switzerland have a given right to vote in meetings according to the number of shares. Usually, one share provides one vote. However, the company’s articles of association might specify various requirements for shareholders within that corporation. 

Investors who open a company in Switzerland will need to observe the company law in the country, not only for the management of the corporation but also those regarding taxation for companies

The general meeting of shareholders in Switzerland

corporation or limited liability company (LLC) is required to hold an annual general meeting (GM) within 6 months after the conclusion of the fiscal year.

The annual GM must at least approve the directors’ management report, the annual accounts, and the division of the yearly earnings between the company’s reserves and dividend payments to shareholders. The election of the directors and auditors who are up for election or re-election is also handled by the general meeting.

According to Swiss legislation, the general meeting could only be held physically until a few years ago. It is now allowed to attend through videoconference, teleconference, or circular letter.

The board of directors must provide shareholders with at least 20 days’ notice of the general meeting  by mailing or publishing a summons. The agenda for the meeting and the board of directors’ recommendations for each item on the agenda are included in the summons.

There are no quorum requirements for the GM to pass resolutions, unless something to the contrary is stated in the articles of association.

You can rely on our specialists for detailed information on the corporate governance regulations applicable in Switzerland.

How many companies are there in Switzerland?

Switzerland is quite appealing to foreign investors thanks to the stable economy and market opportunities it offers. In 2019, the number of small companies rose to 400,000. However, the lagrgest employers remained large companies with a share of 37.7% of the labor market, according to datagathered by the SME Portal.

Switzerland also offers an appealing development ecosystem for small and medium-sized enterprises (SMEs), as according to statistics:

  • – SMEs represent approximately 99% of the number of companies registered in Switzerland;
  • – these are the largest employers in the country with 2/3rds of the workforce;
  • – the most important sectors in which 51,592 of these companies operate are agriculture, fishing, and forestry.

Our company registration experts in Switzerland can give you detailed information about company incorporation and management in the country. You can contact our team in Zurich for more details and assistance.