Expertise

Corporate law

From founding a business to passing it on, for entrepreneurs, shareholders and directors.

In a few words

Corporate law governs the life of a business: its legal form, how power is shared between partners, the liability of directors and major transactions such as a capital increase, a merger or a sale.

These decisions almost always have a tax dimension, which the firm examines at the same time.

Legal basis
Code of Obligations (art. 552 et seq. CO), Merger Act and the Commercial Register Ordinance.
Legal forms
Sole proprietorship, limited liability company (GmbH/Sàrl) or company limited by shares (AG/SA).
Minimum capital
CHF 20,000 for a GmbH/Sàrl, CHF 100,000 for an AG/SA.

Our approach

Clear rules from the outset

Most disputes between shareholders stem from questions left open at incorporation: who decides, how a new investor comes in, how a partner leaves and at what price. We set these rules in the articles and a shareholders’ agreement, when they are easiest to negotiate.

For boards and managers, we advise day to day and on major decisions: capital increases, a new investor, buying or selling a company. Each transaction is examined from a legal and a tax angle at the same time.

In Neuchâtel, setting up a limited liability company or a company limited by shares requires a notarial deed and registration in the cantonal commercial register. The firm coordinates these steps with the notary and the fiduciary.

Who for

Who we act for

For founders and partners

Setting up a company, bringing in an investor, arranging a partner’s exit: we set clear rules from the start, when they are easiest to negotiate.

  • Choice of legal form
  • Articles and shareholder agreements
  • Fundraising
  • Exit and succession

For boards and managers

A company’s officers have specific duties and are personally liable for their management. We advise them day to day and on major decisions.

  • Duties and liability of officers
  • General meetings and resolutions
  • Occupational pensions for executives
  • Buying and selling companies

What we handle

How we can help

Formation, shareholder agreements, fundraising, advice to directors, buying and selling companies.

  1. 01Choice of legal form (sole proprietorship, GmbH/Sàrl, AG/SA)
  2. 02Drafting partner or shareholder agreements
  3. 03Wealth structuring
  4. 04Legal support in fundraising
  5. 05Advice to directors and managing partners
  6. 06Optimising occupational pension schemes, particularly for executives
  7. 07Buying and selling companies after valuation, together with accounting professionals
  8. 08Company domiciliation

What is at stake

Three points that shape a company’s life

  1. 01

    The shareholders’ agreement

    Pre-emption rights, exit clauses, board seats: the agreement covers what the law leaves open. Drafted early, it prevents deadlock when interests diverge.

  2. 02

    Directors’ liability

    Directors and managers are personally liable for damage caused by a breach of their duties. A clear organisation, documented decisions and close monitoring of the financial position reduce this risk.

  3. 03

    Selling a company

    Selling the shares (share deal) or the assets (asset deal) has different legal and tax effects for both seller and buyer. The choice comes before the price is negotiated, not after.

Law and tax

Every decision has a tax consequence

Legal form, financing, management pay, succession: in corporate law, the legal and the tax solution must be designed together. That is how the firm works, together with fiduciaries and accountants.

Get in touch

Tell us about your situation

A question, a dispute, a decision to challenge? Describe your situation in a few lines: we will reply by email or call you back, whichever you prefer.

+41 32 354 35 40

Monday to Friday, 8:00⁠–⁠12:00 and 14:00⁠–⁠17:30

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