Corporate Housekeeping

Each year brings a new set of corporate housekeeping tasks. As dedicated startup, venture capital, and corporate lawyers, we want to help you streamline this process. To that end, we have outlined the most important housekeeping tasks in the summary below:

 

• Annual General Meeting of Shareholders;
• Minutes of the Meeting of the Board of Directors;
• Lapse of Opting-Out of the Statutory Auditing;
• Commercial Register Changes;
• Keeping a Share Register and Register of Beneficial Owners;
• Storage of Corporate Documents / Records;
• Capital Loss and Over-Indebtedness;
• Updating Conditional Capital;
• Taxes;
• Non-Financial Reporting Obligations;
• Due Diligence Obligations in relation to Child Labor and Conflict Materials.

 

Please access all relevant templates here.

 

In addition to evergreen topics, in this year’s corporate housekeeping guidance we share our insights on the most significant changes to Swiss corporate law for 2026, which include amendments to the Swiss Code of Obligations (the “CO”) and related laws.

Notably, the new Swiss transparency regulation (the “TR”) introduces comprehensive reporting and notification obligations for companies, their shareholders, and the beneficial owners of shares, replacing the previous rules in art. 697j to 697m CO. We advise companies to familiarize themselves with the new TR early and establish efficient processes for identifying, managing and submitting information on their beneficial owners to the competent authority. We provide an overview of the key points in the respective section below.

Important Reminder: Since 1 January 2023, Swiss corporate law has offered greater flexibility regarding, e.g., resolutions of the general meeting of shareholders (the “General Meeting”) and the board of directors (the “Board”) and share capital (the capital band).

If your articles of association (the “Articles”) were adopted before 1 January 2023, please be aware that any provisions conflicting with the revised corporate law became ineffective on 1 January 2025 (the end of the transition period). To take advantage of the new flexibility, you must update your Articles through a notarized general meeting in advance of your annual General Meeting (the “AGM”).

Please note that the following explanations and instructions apply exclusively to non-listed companies incorporated in Switzerland as stock corporations (Aktiengesellschaft; société anonyme). Some of these provisions also apply to limited liability companies (Gesellschaft mit beschränkter Haftung; société à responsabilité limitée). If you require further guidance for limited liability companies, we are happy to assist.

Convocation

The AGM must be held each year within six months of the business year’s end, specifically no later than 30 June for companies with a calendar business year. The Board typically convenes the AGM, observing the legally required 20-calendar-day notice period as stipulated by law and the Articles. This period can be waived only if all shareholders attend the AGM in person or by proxy (a universal meeting), or if all shareholders agree to a written or electronic resolution.

The AGM is formally announced through an invitation specifying the date, time, type (in-person, hybrid, or virtual, where permitted by the Articles), and venue of the AGM, along with the agenda items and any motions from the Board and shareholders. Additionally, the annual report (and the audit report, if an auditor is appointed) must be made available to shareholders at least 20 calendar days before the AGM. If these documents are not available electronically (e.g., on the company’s website), shareholders have the right to request timely delivery.

Shareholders may participate in the AGM via a written proxy or, unless the Articles explicitly prohibit it, in another form determined by the Board (e.g., electronically). It is advisable to review the requirements and include a proxy form in the invitation. Before sending the invitation, the Board must pass a resolution to convene the AGM and approve its agenda and motions. If not already done, the Board must also approve the financial accounts to be presented at the AGM.

The Board has the authority to determine the AGM modalities, unless the Articles specify otherwise. There are three options for holding the AGM:

 

• Physical AGM: The AGM may be held at one or more physical venues simultaneously, including abroad (subject to certain conditions).
• Virtual AGM: Companies can hold fully virtual AGMs without a physical venue, using platforms like MS Teams or Zoom. This requires a provision in the Articles and the Board’s appointment of an independent proxy (unless waived in the Articles).
• Hybrid AGM: The AGM may also be conducted as a hybrid meeting, where some shareholders gather at a physical venue while others participate electronically.

 

If using electronic means for the AGM, the Board must oversee their use, for instance, by establishing regulations or providing instructions, unless the Articles already contain such a provision. Specifically, the Board must ensure:

 

• the identity of participants is known;
• the votes at the AGM are transmitted directly;
• each participant can submit motions and take part in the discussion;
• shareholders can vote electronically; and
• the voting results cannot be falsified.

 

Alternatively, AGM resolutions can be passed by written or electronic consent using a platform like DocuSign. To avoid challenges to the resolution’s validity, the Board should request wet-ink or qualified electronic signatures. For each agenda item, shareholders may vote in favor, against, or abstain. However, this method requires the consent of all shareholders, meaning no shareholder can request an oral deliberation, even if they choose not to participate in the relevant resolution.

If the AGM must adopt resolutions that require notarization, the setup should be discussed with a lawyer or notary before convocation.

If a company is subject to a full audit (ordentliche Revision; contrôle ordinaire), the auditor must also be invited to the AGM, though the AGM can unanimously waive the auditor’s presence. For companies subject to a limited audit (eingeschränkte Revision; contrôle restreint) or those that have opted out, the auditor’s presence is not required. The latter applies to the vast majority of companies.

If the company’s annual accounts show a capital loss (Kapitalverlust; perte de capital; art. 725a CO), an audit of the accounts (a limited audit if the full audit thresholds are not met) is mandatory. A capital loss occurs when assets minus liabilities no longer cover half of the share capital, statutory capital reserves not repayable to shareholders, and statutory retained earnings combined. In case of a capital loss and if no auditor has been appointed, the Board must promptly appoint one on an ad hoc basis and ensure an audit is conducted before the AGM. Therefore, it is crucial for the Board to closely monitor the balance sheet and liquidity, especially with the introduction of new related responsibilities (detailed below).

 

Agenda / Proposals

Standard agenda items are:

 

• Approval of the annual accounts;
• Approval of the consolidated annual accounts and the management report, if legally required;
• Appropriation of the balance sheet profit or loss;
• Granting discharge to the Board and management;
• Re-election of existing members of the Board whose statutory term is expiring, and/or election of new members of the Board.
  • If existing members of the Board whose term is expiring are not re-elected, their term will automatically end six months after the end of the previous business year, and the company may become unable to act (organizational deficiency);
  • If members of the Board domiciled abroad receive compensation, it is essential to check with local counsel to ensure compliance with local laws, particularly regarding whether Board activity qualifies as self-employment or employment and if social security contributions are due.

 

Optional agenda items as required or necessary:

 

• Re-election or election of the auditors (the term of office must also be considered);
• Resolution on an interim dividend and approval of the required interim accounts;
• Resolution on repayment of statutory capital reserves;
• Further topics, if applicable, such as amendments to the Articles.

 

Quorum

The law does not specify an attendance quorum for the AGM. Thus, the AGM is considered quorate even if only one shareholder participates. However, shareholders’ agreements (if any) and/or the Articles may establish an attendance quorum, which must be observed. If necessary, we recommend obtaining powers of attorney to ensure the required quorum is met.

Regarding resolutions, the quorum is primarily determined by the provisions in the Articles and/or any existing shareholders’ agreement. Often, provisions in shareholders’ agreements are more comprehensive than those in the Articles.

 

Minutes

Resolutions passed during the AGM must be meticulously documented in minutes, which must be signed by the chairperson and the minute keeper. Importantly, certain resolutions require notarization, such as changes to the company’s registered office (e.g., relocating to a different municipality), share capital, or purpose, or any other amendments to the Articles. If you are uncertain whether a resolution requires notarization, it is advisable to seek legal advice. A lawyer can guide you through the process and ensure compliance with all necessary formalities.

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Legal requirements mandate that minutes must be taken during Board meetings, even if the Board consists of only one person. Unfortunately, this is often overlooked. To mitigate the liability exposure of Board members and meet the expectations of potential investors during legal due diligence, we strongly recommend diligently recording minutes for all Board meetings. While presentation slides can be used as a reference, they should always be accompanied by proper minutes.

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Many startups initially operate without an auditor, effectively opting out of the limited audit requirement for their annual accounts (the “Opt-Out”). However, this option is available only under specific conditions:

 

• Unanimous Shareholder Consent: All shareholders must agree to the Opt-Out.
• Employee Threshold: The company must have fewer than ten full-time equivalent positions (the “FTE”) on an annual average.
• No Obligation for Ordinary Audit: The company must not be subject to an obligation to conduct an ordinary audit (for which specific dimensional thresholds apply; see below).

 

It is crucial to verify whether these criteria were met during the 2025 business year. When calculating the ten FTE threshold, legal doctrine generally includes the employment percentages from all employment contracts (both part-time and full-time).

If your company has ten or more FTEs and is not subject to an ordinary audit, it must undergo a limited audit (eingeschränkte Revision; contrôle restreint). In this case:

 

• Auditor Election: An auditor must be elected during a General Meeting.
• Limited Audit: The appointed auditor will review the financial accounts to a limited extent.
• Extraordinary General Meeting: An extraordinary General Meeting must be held to elect the auditor before the AGM for the 2025 business year.
• Registration: The auditor chosen by the General Meeting must be registered with the commercial register.
• Audit Report: If the required audit report is not available at the AGM, any resolutions approving the annual accounts and the allocation of profit or loss are considered null and void.
• Capital Loss: Be aware of the new requirement for a limited audit by a licensed auditor in case of a capital loss.

 

Lastly, note that certain large companies (meeting at least two of the following indicators: balance sheet total of CHF 20 million, revenue of CHF 40 million, or 250 FTEs on an annual average) are subject to an ordinary audit. If you need further advice on ordinary audits, feel free to consult with us.

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Certain changes must be reported to the competent commercial register for registration, including:

 

• Any change to the Articles (which also requires notarization);
• Resignations from and elections into the Board;
• Election, dismissal or change of the auditors;
• Change of the company’s domicile;
• Granting, deleting or changing signatory powers;
• Change of personal data (name, place of origin/citizenship, place of residence);
• Changes to share capital and company purpose;
• Change of the company name.

 

Please note that failing to notify the commercial register of these changes is a criminal offense.

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Every company with registered shares (Namenaktien; actions nominatives) must maintain both a share register and a register of beneficial owners. Additionally, the new TR obligates every Swiss-domiciled company to identify, document, and notify the Swiss transparency register of information on its beneficial owners (each a “BO”) within one month of the company’s entry in the commercial register or becoming aware of a change in beneficial ownership.

Under the new TR, a person is considered a BO if they as an individual control a legal entity by:

 

• the acquisition of shares that reach or exceed the 25% threshold of the issued share capital or voting rights directly or indirectly, alone or in concert with other individuals; or
• exerting control “in other ways” (e.g., through nomination/veto rights, agreements with other shareholders or family ties).

 

Any such BO must notify the company within one month of acquiring the shares and provide the required information and documentation. This notification should identify the natural person to whom the shares are economically attributable. If no such natural person exists, the company must be informed accordingly.

For natural persons who are shareholders without fiduciary arrangements, the BO is typically the shareholder. However, for legal entities that are shareholders, the BO is any natural person who holds at least 50% ownership in that legal entity. Identifying the BO can be challenging, and seeking professional advice is recommended if there is any doubt.

Depending on a company’s past compliance with BO rules, the following initial duties arise under the new TR as of its entry into force on 1 October 2026:

 

• Shareholders that complied with the reporting requirements under the previous BO regime are considered compliant with the new TR, provided the reported persons meet the new definition of a BO. Additional information must be submitted within one month upon request of the company.
• Any existing BO registers created under the previous BO regime must be retained for ten years after the new law’s entry into force.
• An existing company that did not have a BO register before the new TR came into force must file an initial notification. Graduated transition periods of three to six months apply, depending on the company type and audit status. If all BOs are already entered in the commercial register as shareholders or corporate bodies, the deadline is extended to two years.

 

Crucially, non-compliance with the legal requirements for the share register, the register of BOs and the new TR obligations may result in severe sanctions, including fines up to CHF 500,000 and even criminal charges.

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Every company should maintain a comprehensive archive of its corporate documents. This archive should include minutes, contracts, share register and register of beneficial owners, commercial register extracts, complete proof of share transfers (including share purchase agreements, if applicable), declarations of assignment, and corresponding Board resolutions approving share transfers. Additionally, companies should retain documents filed with public authorities, along with any relevant annexes. This includes loan agreements, employment contracts, IP and IT documents, and shareholders’ agreements. It is crucial that these records are kept in a digital format and are easily accessible. For specific storage requirements, please refer to the ordinance issued by the Federal Council (LINK) . Meticulous record-keeping is vital for future due diligence.

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The Board is responsible for the company’s financial management. This includes the obligation to act during financial crises and implement appropriate measures. To fulfil this duty, the Board must continuously monitor the company’s financial status.

The primary goal is to establish a reliable “early warning system” to enable timely restructuring measures when a company faces financial challenges. The law outlines the following specific duties for the Board:

 

• Measures in the event of imminent insolvency: If the company risks insolvency, the Board must act with the necessary urgency (mit der gebotenen Eile; avec célérité) to secure solvency. If needed, the Board should take additional steps to restructure the company or propose relevant measures to the General Meeting, where the latter is competent.
• Duty to act in the event of a capital loss: If the latest annual accounts show that assets minus liabilities no longer cover at least half of the combined total of (i) share capital, (ii) legal capital reserve not repayable to shareholders, and (iii) retained earnings, the Board must take prompt action to remedy the capital loss. Before the AGM, the company must have its latest annual financial accounts audited by a licensed auditor, even if it has opted out of an audit, unless the Board applies for a debt restructuring moratorium (Nachlassstundung; sursis concordataire).
• Duty to act in the event of over-indebtedness: When there is a substantial reason to suspect over-indebtedness – meaning the company’s liabilities exceed its assets – the Board must take specific actions. It must prepare two interim balance sheets based on (i) going concern, and (ii) liquidation values, both of which must be audited by a licensed auditor (even in case of an Opt-Out). If both interim balance sheets confirm over-indebtedness, the Board is legally required to notify the court (an “over-indebtedness notification”). There is an exception: the notification is not required if creditors subordinate their claims to those of all other creditors to the extent of the over-indebtedness (including interest for the duration of the over-indebtedness), and if there is a reasonable expectation that the over-indebtedness can be rectified within a reasonable period (no later than 90 days after the audited financials are available) - provided that creditors’ claims are not further jeopardized.

 

Given that failure to observe the duties under art. 725 et seq. CO can lead to the personal liability of the members of the Board, specific legal advice should be sought.

While the company’s accountant can and will assist in monitoring the financial situation, the Board is ultimately responsible and must carry out the actions on its own initiative.

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If the Articles provide for conditional capital and shares were issued from it during the 2025 business year (for instance, under employee participation plans), a licensed auditor must confirm the valid issuance of these new shares. Subsequently, the Board is required to amend the share capital in the Articles in the presence of a notary and file the changes with the commercial register for official registration.

The law does not specify a mandatory timeframe for these actions after the end of the business year. Nevertheless, we recommend making these adjustments no later than three months following the business year end. The Board has the authority to either amend the conditional capital provision or, if it is no longer needed, delete it from the Articles.

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Reserves from Capital Contributions

Capital contributions made by direct shareholders to a Swiss company at any time after 31 December 1996 must be classified as reserves from capital contributions (the “CR”) (Kapitaleinlagereserven; réserves légales) and be disclosed in a separate account “capital contribution reserves” in the statutory balance sheet.

Any changes in the amount of available CRs must be reported to the Swiss Federal Tax Administration (the “SFTA”) using Form No. 170 within 30 days after the AGM approves the annual financial statements. This reporting obligation arises in scenarios such as repayments or, more practically for startups and SMEs, capital increases with a share premium (Agio) or contributions of receivables into the equity of the respective company (debt-equity swap). Repayments to shareholders must be reported within 30 days after the AGM approves the repayment. The conversion of CRs into share capital is also considered a repayment and should be reported accordingly. If there is no specific AGM resolution, the reporting deadline is 30 days after the actual repayment.

If a capital increase with a share premium is made within the capital band, and capital increases and decreases offset each other, reporting occurs only after the capital band period has expired. If a corporation changes its share or nominal capital into a foreign currency significant for its business activities at the beginning of a financial year, a separate Form No. 170, a supplementary sheet with the currency conversion, and a copy of the public deed must be submitted within 30 days of the currency change’s publication in the Swiss Official Gazette of Commerce.

You can find Form No. 170 for reporting purposes here (the SFTA’s “Snapform Viewer” program is required to edit the form). The form must be accompanied by the General Meeting minutes or, if applicable, a signed capital contribution agreement, signed annual financial accounts (highlighting the CR balance at the end of the business year as a separate item), and a signed account statement related to the CRs. These declarations are essential for enabling future tax-neutral distributions or other uses of the capital reserves.

 

Withholding Tax / Dividends

A domestic stock corporation or limited liability company must submit an ordinary withholding tax declaration (Form No. 103 or Form No. 110) with the required documents to the SFTA within 30 days after the AGM, even if no dividend was resolved (a CHF 0.00 declaration):

 

• the balance sheet total of the 2025 annual statutory accounts exceeds CHF 5 million;
• the AGM for the 2025 business year approves a taxable dividend;
• distributions to shareholders subject to withholding tax were made in the 2025 business year;
• the company claims the participation exemption; or
• the company claims benefits under a double taxation agreement.

 

In the case of a taxable distribution, the SFTA must be promptly notified, and the corresponding 35% withholding tax must be paid within 30 days of the distribution’s due date. Note that interest payments (such as on convertible loans) may also be subject to withholding tax under certain circumstances. If you have any inquiries or require assistance with these filings, we remain at your disposal.

 

Correct issuance of salary statements for employee participation plans

All companies that have allocated shares, options, phantom stocks, stock appreciation rights, or other forms of equity-based participation to their employees or board members must adhere to the “Ordinance on Attestation Requirements for Employee Participations” (Mitarbeiterbeteiligungsverordnung (MBV); Ordonnance sur les attestations de participations de collaborateur (OAP)). Annually, alongside the salary statements, the company must provide an attachment to the salary statement for all holders of employee participation (and, in some cantons, to the tax authorities). This attachment must include the number of participation rights held by the individual at year end, along with other specific details.

Furthermore, whenever a holder of employee participation (employee or board member) realizes taxable income (e.g., from the allocation or sale of shares, exercising options, or settling phantom shares), an additional certificate detailing the realized taxable income must be provided. The Swiss Tax Conference has published helpful templates for these forms (here).

Additionally, any taxable income from employee participation must be disclosed in the salary statement (section 5) and is subject to source tax if the employee is also subject to source tax. Even if an employee acquires participation rights without triggering taxable income, this must still be noted in the salary statement (section 15).

In summary, each year, a certificate must be issued for an employee’s held participation rights, and an additional certificate must be submitted for any income realized from those rights during the past year (if applicable).

It should also be noted that copies of the salary statement attachment relating to employee participation must be attached to the social insurance statements.

The issuance of these certificates can be complicated, especially the first time. For this reason, it may be worthwhile to seek our advice at an early stage before submitting the certificates.

 

Stamp duties

Capital injections by direct shareholders into a company’s equity are generally subject to a 1% stamp duty and must be reported to the SFTA. However, for injections made during incorporation or as capital increases (nominal value or share premium), the company may benefit from a tax-exempt amount of CHF 1 million. Once this threshold is reached (which can be spread across multiple capital increases), stamp duties are due only on the amount exceeding the exemption.

An increased tax-exempt amount for financial recoveries may also apply (see below). The tax is typically calculated on the fair market value of the contribution, minus issuing costs and taxes. For cash contributions, this includes the nominal value plus the premium. The stamp duty must be paid to the SFTA within 30 days after the end of the calendar quarter in which the capital increase was registered with the commercial register. During the same period, Form No. 3 and copies of relevant documents (e.g., public deeds) related to incorporation or capital increase, must be submitted to the SFTA. For capital increases within the capital band, stamp duties are levied only on the portion that exceeds decreases during the band’s validity period. In this case, the stamp duty payment deadline is extended to 30 days after the end of the quarter in which the capital band expires.

When direct shareholders make capital contributions to a company’s reserves (Zuschüsse; versements supplémentaires), such as a contribution of receivables against the company (debt-equity swap) or transferring cash or shares to the company without consideration, stamp duties will be triggered. In such cases, a tax-exempt amount applies only if the company can utilize the exemption for financial recoveries (detailed below). Note that the ordinary CHF 1 million tax exemption does not apply to these capital contributions by direct shareholders. The company must submit Form No. 4 to the SFTA with documentation of the contribution. The deadline for submission and payment is 30 days after the contribution is made.

In the context of a financial recovery, there may be an opportunity to benefit from an additional tax-exempt amount (up to CHF 10 million). It may also be possible to seek relief on the remaining stamp duty. However, the SFTA stipulates that these contributions must be set off against losses to qualify for the exemption. Notably, the SFTA does not allow the creation of CRs when contributions benefit from this additional tax exemption. Consequently, after any financing round, it is essential to assess whether the stamp duty exemption is feasible and, if so, how the company and its shareholders value this exemption compared to creating CRs.

 

Value Added Tax

Individuals or companies with a taxable turnover of at least CHF 100,000 are subject to Swiss value added tax (the “VAT”). When starting a new business or expanding by acquiring another business or opening a new branch, individuals or companies become liable for VAT if it is anticipated that the CHF 100,000 threshold will be met within the next twelve months. If it is uncertain whether this threshold will be reached, a reassessment must occur within three months at the latest. If the reassessment indicates the threshold will be reached, the tax exemption ceases. In such cases, one can choose to assume tax liability retroactively from the start or expansion of business activities or from the time of reassessment. Previously exempt individuals or entities become liable for tax after the business year in which the turnover threshold is reached. If the business was not operational for a full year, turnover is extrapolated to an annual basis. Individuals or entities becoming liable for VAT must register with the SFTA within 30 days of becoming liable, without being prompted. Additionally, voluntary VAT registration may be advisable, especially if recoverable input taxes exceed the payable turnover tax. It is possible to register online here.

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In recent years, comprehensive non-financial reporting obligations, largely based on EU law and international standards on responsible business conduct, have become effective in Switzerland. While traditional non-financial reporting obligations target larger public companies, the scope of application of the due diligence requirements in relation to child labor as well as in relation to minerals and metals from conflict-affected areas (conflict materials), art. 964j – 964l CO) is broader and may affect, depending on the risk exposure and business sector, also smaller companies as well as companies that are suppliers of large, in-scope companies. In principle, all Swiss companies have a duty to conduct an annual assessment to check whether they are in scope of the due diligence obligations in relation to child labor and conflict materials. This is particularly the case for companies with certain risks in their value chain (e.g., cocoa, clothing, pharmaceuticals, precious metals, etc.). If the answer is ‘Yes’, specific due diligence and reporting requirements arise.

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