Swiss Shareholders

Shareholders in Switzerland

Company registration is governed by the Swiss Commercial Law which also establishes the governance structure of the company. The Commercial Code stipulates that all companies are required to have investors that contribute with certain amounts of money. These investors are called shareholders and in exchange of their financial contributions they will receive shares. The Commercial Law allows any foreign citizens to be shareholders in a Swiss company. Shareholders have certain duties towards the company, but they also have rights arising from the shares they own in the company. The rights and the powers of the shareholders are mentioned in the Swiss company’s Articles of Association. Swiss companies will usually have majority and minority shareholders.

For information about the protection of minority shareholders you can refer to our Swiss attorneys.

The rights of Swiss shareholders

Shareholders will not be involved in the day-to-day management of a Swiss company, as these attributions belong to the company’s directors. With respect to the company’s management Swiss shareholders have the following rights:

• - to appoint and remove company directors,
• - to change the company’s name,
• - to convene general and extraordinary meetings,
• - voting rights,
• - to dissolute the company.

Swiss companies must have an annual general meeting the shareholders must attend.

Swiss shareholders also have financial rights among which the right to receive dividends and to decide on the alteration of the company’s share capital.

Swiss shareholders’ duties

According to Article 680 in the Commercial Code, Swiss shareholders of public companies have the obligation to contribute for a share of the amount fixed at the time of the issuance of the shares. Another duty of the shareholders is to pass resolutions when general meetings are convened. Swiss shareholders can pass ordinary or special resolutions. Shareholders are also required to obtain a copy of the Swiss company’s annual financial statements. The shareholders must also make sure the company is run in accordance with the requirements of the Commercial Law. Shareholders must appear in the Swiss Trade Register’s records.

For complete information about the company registration procedure, please contact our lawyers in Switzerland.