Who We Serve
We advise Swiss and international companies on corporate actions governed by the Swiss Code of Obligations (CO/OR) and related statutes.
Growth-Stage Companies
Formation of AG (Aktiengesellschaft) and GmbH (Gesellschaft mit beschrankter Haftung) structures, shareholder arrangements, and board governance aligned with Articles 716a and 717 of the Swiss Code of Obligations (OR).
International Investors
Cross-border M&A, due diligence, and transaction structuring with attention to the Financial Market Infrastructure Act (FinfraG) and the Takeover Ordinance (UEV) for listed targets, plus Swiss corporate formalities.
Family Offices
Portfolio governance, capital measures, and reorganisations under the Merger Act (FusG), coordinated with filings under the Commercial Register Ordinance (HRegV).
What We Do
Transactional and corporate counsel grounded in Swiss statutory requirements, commercial register practice, and cross-border execution.
Entity Formation
Swiss AG, GmbH, and branch office setups with notarial deeds and Commercial Register Ordinance (HRegV) filings.
M&A Transactions
Share and asset deals, due diligence, and transaction documentation under the Swiss Code of Obligations (OR) and the Merger Act (FusG).
Commercial Contracts
Distribution, licensing, and service agreements structured under Swiss contract law in the Code of Obligations (OR).
Joint Ventures
Governance and shareholder arrangements aligned with Articles 716a and 717 CO/OR, including board duties and decision-making formalities.
Company Setup
Swiss market entry structuring, including branch offices, subsidiaries and coordinated cantonal registry procedures under HRegV.
Corporate Governance
Board and shareholder resolutions, crisis-response planning and directors’ duties under the Swiss Code of Obligations (CO/OR).
Why Switzerland
Swiss corporate law provides a clear statutory framework for transactions, governance, and restructurings.
Predictable Corporate Governance
The Swiss Code of Obligations (OR) defines board duties, shareholder rights, and decision-making procedures, giving transactions a stable legal foundation.
Registry Certainty
Commercial register filings under the Commercial Register Ordinance (HRegV) provide legal certainty for incorporations and capital measures, and registry practice informs expected sequencing.
Restructuring Clarity
The Merger Act (FusG) offers defined pathways for mergers, demergers, conversions, and asset transfers, supporting clean statutory execution.
Public Takeover Framework
The Financial Market Infrastructure Act (FinfraG) and the Takeover Ordinance (UEV) set rules for listed-company M&A, including mandatory offer thresholds and review procedures.
Why Allegra LAW
What sets us apart in Swiss corporate and M&A advisory.
Boutique Precision
Senior-led mandates with tailored corporate and transaction strategies aligned to your commercial objectives.
Transactional Experience
Experience structuring M&A transactions, corporate reorganisations, and commercial agreements under Swiss law across regulated and non-regulated industries.
Commercial Register Practice
Experience navigating Swiss commercial register procedures, cantonal registry practice, and notarial formalities under the Commercial Register Ordinance (HRegV).
Cross-Border Strength
Experience coordinating cross-border transactions with international counsel, ensuring seamless execution across jurisdictions.
Speed & Clarity
Efficient processes, clear scope, and transparent fee structures. We coordinate work to fit regulatory and registry sequencing without promising outcomes.
Strong Network
Experience coordinating with cantonal commercial registers, notaries, tax authorities, and industry associations across Swiss cantons.
What We Cover
A comprehensive overview of our corporate and transactional services.
Entity Structuring
✓ AG & GmbH company formation
✓ Branch office setup
✓ Holding structures
✓ HRegV filings and corporate records
Transactions
✓ Buy-side and sell-side M&A
✓ Asset vs. share deal structuring
✓ Due diligence coordination
✓ Takeover compliance
Commercial Frameworks
✓ Distribution Agreements
✓ Licensing contracts
✓ Joint venture agreements
✓ Shareholder agreements under the Swiss code of obligations (CO/OR).
Frequently Asked Questions
Key questions about corporate and transactional law in Switzerland.
How long does Swiss company formation take?
Formation timing in Switzerland depends on notarial scheduling and cantonal commercial register workload. The process involves drafting articles of association, notarizing the deed, opening a capital deposit account, and filing with the register under the Commercial Register Ordinance (HRegV). At Allegra LAW in Zurich, we have streamlined processes to coordinate these steps efficiently, minimizing delays while meeting Swiss Code of Obligations requirements and canton-specific registry practice. Our approach ensures formation moves forward without unnecessary roadblocks. If you need formation advice tailored to your business model, reach out for a consultation.
What are the differences between AG and GmbH?
The AG (Aktiengesellschaft) is Switzerland's stock corporation, requiring minimum share capital of CHF 100,000 (CHF 50,000 paid-in). It's suitable for larger businesses, offers easier transferability of shares, and allows registered shares are standard; bearer shares are largely restricted under current Swiss law. The GmbH (Gesellschaft mit beschränkter Haftung) is a limited liability company requiring CHF 20,000 capital (fully paid-in), with shares that cannot be freely transferred without shareholder approval. The Swiss Code of Obligations defines governance rules for both—AG boards must have at least one member (Art. 707 CO/OR), while non-transferable duties are set out in Art. 716a CO/OR., while GmbH management structures are more flexible. We help clients in Zurich choose the right structure based on governance needs, capital availability, and exit plans.
Do I need a Swiss resident director?
Yes. At least one person with signatory authority must be resident in Switzerland (Art. 718 para. 4 CO/OR).. This typically means one board member or managing director must have a Swiss address. The rule exists to ensure authorities can serve legal documents and enforce Swiss law. This requirement is applied uniformly across Switzerland, while others accept service agents or special arrangements. Foreign investors setting up Swiss entities often appoint a local director or use professional board services. At Allegra LAW, we help structure boards that meet Article 716a and 717 OR requirements while reflecting your actual governance needs.
How do you structure cross-border M&A deals?
Cross-border M&A into or out of Switzerland involves choosing between share deals (buying equity) and asset deals (buying specific assets and liabilities), each with different tax and liability implications under Swiss law. Swiss targets may be subject to additional rules—if listed, the Financial Market Infrastructure Act (FinfraG) and Takeover Ordinance (UEV) impose mandatory offer requirements above certain thresholds. The Merger Act (FusG) provides statutory merger procedures for both domestic and cross-border transactions. Allegra LAW structures deals under the Swiss Code of Obligations and coordinates corporate, tax, and regulatory due diligence from our Zurich office, working with local counsel in other jurisdictions where needed.
What are the tax advantages of Swiss holding companies?
Swiss holding companies can benefit from participation exemptions on qualifying dividends and capital gains (under certain conditions, these may be substantially tax-free at the cantonal level), plus access to Switzerland's extensive double-taxation treaty network. Different cantons offer varying effective tax rates—Zug and Schwyz are known for favorable conditions, while Zurich balances moderate taxation with strong infrastructure. The specific advantages depend on your holding structure, the jurisdictions of subsidiaries, and whether you qualify for treaty benefits. We focus on corporate structuring under the Swiss Code of Obligations and coordinate with tax advisers to ensure holding companies are properly documented and positioned for the intended benefits.