Insights
New Company Law: Important Changes to Capital Requirements
From 1 January 2023, amendments to Swiss company law mean that some changes will take effect. These are also of interest to startups and SMEs, as they enable a more flexible form of capital structure and simplify certain aspects of company foundation.
Wallet Provider Insolvency - This Is What Happens to Crypto Assets Held in Custody
Not your key, not your coin - this principle also applies in Swiss insolvency law. However, under certain conditions, crypto-based assets held by a third party can be separated from the insolvency estate of a wallet provider for the benefit of customers. Whether assets will be returned successfully depends upon the exact form of custody.
What Rights Do Substantial Minority Shareholders Have in a Swiss Company Limited by Shares?
Swiss company law is based on the majority principle. A simple majority is sufficient for most decisions. However, minority shareholders also have rights which cannot be taken away from them. Clarity about the type and scope of these rights should be sought prior to founding a company.
Overtime Compensation - Does it Apply to Senior Managers?
Whether employees are covered by labor law working time regulations depends upon factors such as what role they undertake and whether they make significant decisions for the company. This question may be particularly hard for smaller, growing companies to answer.
DAOs - a Legal Perspective
In contrast to traditional companies, Decentralized Autonomous Organizations (DAOs) have neither a management board nor a registered office. Therefore, under Swiss law they have no separate legal personality. This gives rise to a number of legal uncertainties.
Terminating a Swiss Employment Contract - What You Need to Know
Even startups and growing companies sometimes need to dissolve an employment contract. However, before giving notice the party doing so should be clear exactly how and on what grounds an employment relationship can be terminated lawfully.
An Essential Guide to the Legal Framework for Digital Shares
The latest changes to securities and corporate law enable Swiss companies to digitize many company law procedures. Digital shares and smart contracts allow share transfers and shareholder agreements to be largely programmed and executed automatically.
How Employees Can Share in a Startup’s Success
Commissions, revenue sharing, phantom shares, or employee shares? Deciding which form of success-based remuneration is most suitable depends upon several factors. Knowing the legal framework can help find the right model.
Social Security Court Holds that Uber-Drivers Are Employees
Platform and app operators like Uber typically see themselves as mere intermediaries between service providers and end customers. The criteria that must be met in order for service providers to qualify as self-employed for social security purposes were laid down in a recent judgment from the Zurich Social Security Court.
Swiss Federal Court Rules on Selling of Seized Crypto Assets
If seized assets in criminal proceedings are liquidated before a court has rendered a final decision, the prosecuting authorities must ensure that they are liquidated in a way that has as few negative ramifications as possible on the proceeds they can generate. If the criminal justice authorities do not have the requisite knowledge for this, they must appoint an external expert.
Blockchain, Tokenization and Raising Capital: What to Bear in Mind when Issuing Utility Tokens
The regulatory provisions that need to be taken into account when issuing and managing tokens depend on how those tokens are classified in law. Even tokens that appear to be typical Utility Tokens can, on closer inspection, serve economic purposes that go beyond mere utility.
Sole Proprietorship, Limited Liability Company or Company Limited by Shares? What Startups Ought to Know
For anyone looking to found a company, there are a range of potential legal forms available under Swiss law. On closer examination, however, only a few of these forms will typically be viable. The appropriate form is determined by the number of stakeholders, the size of the company and the seed capital available.
5 Tips for Drawing up General Terms and Conditions
General terms and conditions are standardized contractual provisions that apply to a large number of similar customer relationships. Besides the general principles for drafting contracts, there are some specific points that need to be considered when drafting general terms and conditions. An important one is that stricter requirements apply if the other party is a consumer.
Bankruptcy Due to Lack of Organization: Companies Without a Valid Domicile Are at Risk of Court-ordered Dissolution
Every Swiss company must have a legal domicile that is entered in the commercial register. If no mail can be delivered to the registered address or if no new domicile is registered after deletion, this constitutes an “organizational defect” which can lead to the liquidation of the company under bankruptcy law.
Update on Covid-19 and Rent Reductions: Switzerland’s First Court Rulings Are in
In the absence of clear statutory rules, a case-by-case assessment is needed to decide whether or not a commercial rent can be reduced due to Covid-related restrictions on business operations. For a court to order the amendment of a contract in line with changed circumstances, strict requirements need to be met and the specific circumstances must always be taken into account.
Authorized Capital Increase: What Rights Do Minority Shareholders Have?
With an authorized capital increase – and in the future a “capital band” – the board of directors is authorized to change the share capital within a certain period of time. If existing shareholders are unable or unwilling to participate in a capital increase, their shares will be diluted. The specific circumstances will determine whether and how minority shareholders can protect themselves.
Four Questions Startups Have about how to Structure Employment Contracts
Flexible working models are in demand at startups and small companies. Whether the working relationship takes place within the scope of a traditional employment relationship or another service contract will have a number of legal consequences. The pros and cons of the various options should be carefully weighed.
What Founders Need to Know about Shareholders’ Agreements
The parties involved in drawing up a shareholders’ agreement have a great deal of leeway when it comes to its contents. They must also consider the risk and consequences of a breach of contract. As technology advances, we are increasingly seeing “smart” solutions for shareholders’ agreements that ensure contracts can be performed, alongside the use of traditional legal remedies.
More Paid Leave to Care for Children and Relatives
In 2021, care leave for employees in Switzerland is being extended in several different ways. Besides two-week paternity leave, they will be able to take additional paid leave days to care for sick relatives. As of July 1, 2021, parents of seriously ill children will also be entitled to up to 14 weeks of care leave.
What Translation Agencies Need to Know about Data Protection
If a translation contains personal data, data protection law will apply. In this context, both translation providers and clients should always be aware of their role to protect data and also their associated obligations under the law.