How to create a SA?

The foundation of a corporation requires a minimum capital of CHF 100’000.-, divided into registered or bearer shares. At least CHF 50’000.- must be paid in (or 20% per share) upon formation of the company.

The law prescribes three governing bodies; the General Meeting of Shareholders, the Board of Directors and the statutory auditors. Their main roles are described below.

• The General Meeting of Shareholders is the supreme governing body (art. 698 I CO). It has the inalienable powers to approve the management report and the annual accounts, elect the members of the Board of Directors and the auditors and determine and amend the articles of association.
• The Board of Directors (art. 716 II CO), which comprises one or more members, manages the business of the company, unless responsibility for such management has not been delegated.

Except for large companies, the accounts must be reviewed by an auditor in a limited audit (art. 727a I CO). Companies having not more than ten full-time employees on annual average may be dispensed from having their accounts audited (art. 727a II CO).

The company is established when the founder members declare by public deed that they are founding a corporation, lay down the articles of association and appoint the management bodies (art. 629 I CO).