As of 1.1.2008, the so-called “small revision of the code of obligations concerning limited companies” (AG) was put into force. The main consequences are shown below:

1. An AG can hence be setup by one single natural person or legal entity. In the past three founding parties were necessary.

2. A member of the board does not need to be a shareholder any more as the so-called obligatory share condition has been removed. The board, however, must be invited to ordinary general assemblies. Universal assemblies are still possible even without the presence of the board.

3. A board member is no longer obliged to be resident in Switzerland and to possess Swiss or EU/EFTA citizenship. The company must be, however, represented by a person (board member or director) who is resident in Switzerland.

4. Contracts between a (single) shareholder and the company he represents (self-dealing contracts) are required in written form if the amount concerned is higher than CHF 1,000.00.

5. There is a standard solution for deficiencies in the organisation: in case of missing organs a shareholder, debtor or the company registrar can enforce measures: the judge can appoint such organs or demand to remedy the deficiency (with the penalty of dissolving the company). Decisions by the judge can neither be overturned nor amended.

6. If an organ no longer has a signatory right, he himself can action the cancellation of the registry immediately as there is no waiting period any more.

Some further small changes concern special situations. Our specialists are most willing to answer any questions a client may have in this respect.

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