The GmbH is a very popular legal form and ideally suited for many Swiss companies in the early stages. However, if your company is growing fast and, for example, is about to enter a first round of financing with outside investors, the GmbH no longer offers the ideal foundation in most cases.
In particular, the requirement that all shareholders (Gesellschafter) must be registered in the commercial register often has a dissuasive effect on investors and makes the transfer of shares (Stammanteilen) cumbersome. Experience has shown that professional investors therefore invest almost exclusively in AGs.
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For a GmbH to be converted into an AG, the capital requirements for the AG in particular must be met. Therefore, a capital increase is usually necessary as a first step.
This involves increasing the company's share capital to at least CHF 100,000 (of which 50% must be paid-in). In a second step after the capital increase, the legal form is effectively changed.
The process is similar to that for an incorporation, i.e., a notarized general meeting is required, new articles of association must be drawn up and the board of directors must be (re-)appointed. In addition, confirmation from an auditor is required with regard to the financial situation of the company.
Legal expert advice to guide you through the process from beginning to end. This typically requires 1-2 hours of personal advice; 3 hours are included in our flat-fee packages. For complex cases, we indicate that more work may be needed as soon as possible.
What we offer
To ensure that the capital requirements for the AG (CHF 100'000, min. 50% paid in) are met.
To achieve the desired ownership structure
Conversion of the company to a stock corporation, takes place simultaneously with the capital increase
CHF 2'000 flat-fee (excl. VAT and fees for audit, notary public and commercial register)
Experienced legal counsels
Pragmatic and responsive
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Christian has advised tech-companies and regulated industries on all legal matters and has built a strong track record on helping startups to get off the ground and get funded.
Christian Meisser, CEO & Legal Counsel
Maximilian Krähenbühl, Legal Counsel
Max has advised many startups and gained substantial experience in the financial industry. With his business-minded approach to financial markets, corporate and AML laws, Max is an ideal partner for your fiat and crypto-related startup endeavour.
Michele Vitali, Head of Startup Financing & VC
Michele is focused on corporate and commercial law and has a strong background in M&A transactions. At LEXR he advises Swiss and international founders, start-ups and investors - from incorporation to the first investment rounds, risk financing, complex business transactions and exits.
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