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We are thrilled to announce that Lex Futura has been recognized with three top awards in this year's BILANZ ranking of top law firms in Switzerland.

Shareholders may want to remove another shareholder for reasons such as lack of participation, rights abuse, or personal conflicts. Five legal options can be considered to tackle this challenge, but each has drawbacks and can lead to legal disputes. It's crucial to evaluate all possibilities carefully and make informed decisions. The first recommendation is to remove the unwanted shareholder from the board of directors and terminate applicable employment contracts to reduce their influence on the business.

Until the end of 2022, general meetings had to be held in person. This will change with the new Swiss company law which has come into force at the beginning of 2023.

Start-ups often do not have an auditor in the first years of their business activity. This is permissible if the company does not have more than ten full-time employees on an annual average and all shareholders waive an audit (so-called opting-out).
However, the new Swiss corporate law obliges companies with an opting-out to have their last annual financial statement audited by a certified auditor if it shows a capital loss (Art. 725a CO).

If a GmbH (Limited Liability Company according to art. 772 ff. CO ) wishes to convert to an AG (Company Limited by Shares according to art. 620 ff. CO) and the shareholders do not want to inject additional funds, a conversion is usually only possible if equity capital is freely available. In addition, the question of freely available equity capital also arises again and again in the case of subsequent payment of partially paid-in shares, when issuing free shares to shareholders, when acquiring treasury shares and in case of mergers with companies with a capital loss.
However, what is actually freely available equity capital?

The acquisition of treasury shares is a hot topic. Companies often wonder whether they are allowed to acquire their own shares in connection with employee participation programs, upon the departure of shareholders or in other situations.

In the following article, I will address some of the most important questions in connection with the acquisition of treasury shares. The overview does not replace individual advice but should provide initial practical points of reference.