Corporate law
Legal work for an SME happens at the right moment: on incorporation, when a partner joins, on a sale. Afterwards it costs ten times as much.
The warning sign not to ignore
As soon as half of the share capital and legal reserves is no longer covered, the board must act without delay. Waiting exposes directors to liability for the company’s debts out of their own assets.
What we handle most often
- Incorporating a limited liability company or a company limited by shares, articles and commercial register entry.
- Shareholders’ agreement: exit of a partner, pre-emption rights, lock-up clause.
- Commercial contracts: general terms, distribution, mandate, subcontracting.
- Sale of a business, due diligence and seller’s warranties.
- Directors’ liability, restructuring and over-indebtedness.
How we work
A contract people actually read
We draft short contracts in plain language. A text you do not understand is a text you will not apply.
Planning for the fallout
A shareholders’ agreement earns its keep the day two partners stop agreeing. We write that clause first, while things are still going well.
One contact who knows the file
An SME does not need a legal department; it needs a number to call before signing. We then bill by the hour, with no annual retainer.
Frequently asked questions
Sàrl or SA: which one to start with?
A Sàrl requires CHF 20,000.– of capital and makes the partners public in the commercial register. An SA requires CHF 100,000.–, half of it paid up, but shareholders stay discreet and shares are easier to transfer. The choice mostly depends on whether you plan to open up the capital.
Do I need a lawyer to set up a company?
The notary is enough for the deed of incorporation. A lawyer is useful just before, for tailored articles and the shareholders’ agreement, which are exactly the documents the notary does not draft.