Best Corporate & Commercial Lawyers in Chur

About Corporate & Commercial Law in Chur, Switzerland

Chur is the capital of the Canton of Graubünden and an important regional centre for business in eastern Switzerland. Corporate and commercial matters in Chur are governed primarily by Swiss federal law - notably the Swiss Code of Obligations - together with cantonal rules and local administrative practice in Graubünden. Common legal topics include company formation and governance, commercial contracts, employment relations, tax and accounting obligations, real-estate issues for commercial use, competition and consumer protection, data protection, and insolvency procedures. Local institutions such as the Cantonal Commercial Register, cantonal tax authorities, and cantonal courts in Chur administer registrations, taxes and disputes respectively. Legal work in Chur often requires coordination with notaries, accountants and tax advisors local to Graubünden.

Why You May Need a Lawyer

You may need a corporate or commercial lawyer in Chur in any of the following situations -

- Starting a business or choosing the appropriate legal form - sole proprietorship, GmbH (limited liability company) or AG (public limited company) - including drafting incorporation documents and registering with the commercial register.

- Drafting, reviewing or negotiating commercial contracts - supply agreements, distribution and franchise contracts, agency agreements, shareholder agreements, joint-venture agreements and purchase-sale agreements.

- Handling corporate governance matters - board duties, shareholders meetings, compliance with statutory formalities and internal policies.

- Managing employment law issues - hiring and termination, drafting employment contracts, non-competition and confidentiality clauses, and social security obligations.

- Managing regulatory compliance - data protection under the revised Swiss Federal Act on Data Protection, consumer protection rules, product regulation or sector-specific licensing.

- Mergers and acquisitions, reorganisations and cross-border transactions - structure, due diligence and documentation.

- Raising capital and financing - equity, loans, security packages and banking negotiations.

- Resolving disputes - shareholder disputes, contract breaches, debt collection, insolvency and bankruptcy proceedings.

- Tax planning and dispute resolution - coordination with tax advisors and representation before tax authorities or courts.

Local Laws Overview

Key legal features to know when dealing with corporate and commercial matters in Chur and the Canton of Graubünden -

- Governing law - Company and commercial law is primarily federal and is based on the Swiss Code of Obligations. Cantonal law affects areas such as taxation, some licensing and real-estate matters.

- Company forms and capital - The most common forms are AG (Aktiengesellschaft) and GmbH (Gesellschaft mit beschr{\\u0228}nkter Haftung). Minimum nominal capital for an AG is CHF 100,000 - at incorporation at least 20% of each share must be paid and the aggregate paid-in amount must be at least CHF 50,000. A GmbH requires minimum capital of CHF 20,000, which must be fully paid in.

- Commercial register - Registration with the Cantonal Commercial Register in Graubünden is mandatory for corporations, LLCs and branches. Registration gives the company legal personality and public notice of key corporate data.

- Accounting and audit - Swiss accounting rules derive from the Code of Obligations. Small companies may benefit from simplified accounting and may be exempt from a full statutory audit if they do not exceed certain thresholds. A statutory audit is required when at least two of the following criteria are exceeded: balance-sheet total, turnover and number of full-time employees - local practice and thresholds should be checked with a qualified advisor.

- Taxes - Companies in Graubünden are subject to federal, cantonal and municipal taxes. Federal corporate income tax is levied at the national level, while cantonal and municipal rates vary. VAT registration is required when taxable turnover exceeds CHF 100,000 per year for most businesses.

- Employment and social security - Employment contracts are governed by the Code of Obligations and supplemented by cantonal regulations. Employers must register employees for social security contributions - AHV/IV/EO - and for occupational pension plans where applicable.

- Data protection - Switzerland has a revised Federal Act on Data Protection that imposes data-handling obligations similar in intent to international standards. Personal data processing, cross-border transfers and data-security measures are important for most businesses.

- Competition and consumer protection - The Swiss Cartel Act and the Unfair Competition Act regulate anti-competitive conduct and unfair commercial practices. Sectoral consumer protections can apply to contracts with individuals.

- Real estate and foreign acquisition - Acquisition of real estate by foreign persons or companies can be restricted under Federal law and cantonal practice. If your business needs property for commercial purposes, confirm local rules in Graubünden.

- Insolvency and enforcement - Debt enforcement and insolvency matters are governed by the Debt Enforcement and Bankruptcy Act (SchKG). Restructuring options and formal bankruptcy procedures are available under federal law.

Frequently Asked Questions

How do I incorporate a company in Chur - what are the basic steps?

The typical steps are - choose the company form (GmbH or AG), prepare articles of association and incorporation documents, open a capital deposit account if required, sign the deed of incorporation before a notary, have the notary lodge registration with the Cantonal Commercial Register in Graubünden, obtain a company number and register for social security and VAT if applicable. Timeframes vary - registration can take several days to a few weeks depending on completeness of documents and notary availability.

What are the minimum capital requirements for Swiss companies?

An AG requires minimum nominal capital of CHF 100,000. At incorporation at least 20% of each share must be paid and the amount paid in aggregate must be at least CHF 50,000. A GmbH requires minimum capital of CHF 20,000, fully paid in at incorporation. Sole proprietorships have no statutory capital requirement.

Do I need a notary or local representative to register a company in Graubünden?

Yes - incorporation deeds must be executed with the involvement of a public notary. The notary prepares or certifies the incorporation documents and files the registration with the Cantonal Commercial Register. Foreign companies opening a branch will need a Swiss authorised representative and notarised documents translated if necessary.

When must a company register for VAT in Switzerland?

VAT registration is generally required if your taxable turnover from supplies of goods and services in Switzerland exceeds CHF 100,000 in a 12-month period. Special rules apply to non-profit organisations and to foreign businesses making taxable supplies in Switzerland - consult a tax advisor for specifics.

What are the main director and shareholder duties I should be aware of?

Directors owe fiduciary duties - duty of care and duty of loyalty - and must act in the interests of the company. They are responsible for proper accounting, risk management and compliance with statutory obligations. Shareholders have rights to vote, receive distributions and to participate in general meetings - but they are generally not personally liable for company debts beyond their capital contribution unless certain exceptions apply (fraud, illegal distributions, personal guarantees).

How are employment contracts and terminations handled in Switzerland?

Employment contracts are usually governed by the Code of Obligations and can be oral or written, although written contracts are common for clarity. Swiss law allows for fixed-term and indefinite contracts. Termination rules require compliance with notice periods and non-discrimination rules. Special protection applies to certain employees - pregnant employees, employees on military leave and others. Severance, restrictive covenants and social security obligations should be handled carefully with legal advice.

What accounting and audit obligations apply to small companies?

All companies must keep accounts that reflect their financial position. Small companies may be able to use simplified accounting presentation. A statutory audit is required when a company exceeds applicable thresholds - commonly involving balance-sheet total, turnover and number of full-time employees - or if requested by shareholders holding a certain proportion of shares. Professional accounting advice will clarify which rules apply to your business.

How can disputes be resolved - local courts or arbitration?

Commercial disputes can be litigated in cantonal courts in Graubünden. Many commercial parties choose arbitration for speed, confidentiality and expertise - Swiss arbitration institutions and rules are widely used. Choice of dispute-resolution method should be addressed in contracts - including jurisdiction, governing law and arbitration clauses.

Are there restrictions on foreign investors buying business assets or real estate in Graubünden?

Yes - acquisition of Swiss real estate by non-Swiss persons or entities can be subject to restrictions under federal and cantonal rules. Some business asset purchases do not trigger these rules, but purchases of property for commercial use may require permits or may be prohibited in certain cases. Always check local rules and obtain legal advice before purchasing real estate.

What should I expect if a company becomes insolvent in Switzerland?

Swiss insolvency is governed by the Debt Enforcement and Bankruptcy Act. The process may begin with debt enforcement proceedings, followed by bankruptcy if a composition agreement is not reached. There are also restructuring tools and negotiated compositions available in some cases. Directors have early-warning obligations to avoid insolvency risks - failure to act appropriately can lead to personal liability. Early consultation with a lawyer is important if payments or liquidity become strained.

Additional Resources

Useful local and federal bodies and organisations to consult for corporate and commercial matters -

- Cantonal Commercial Register - Handelsregister des Kantons Graubünden, based in Chur - for company registration, extracts and filings.

- Kantonales Steueramt Graubünden - cantonal tax authority - for information on cantonal and municipal tax obligations and procedures.

- Amt für Wirtschaft und Tourismus Graubünden - for local business support, information on permits and regional incentives.

- Federal Tax Administration - for federal tax and VAT guidance.

- Swiss Federal Office of Justice and the Swiss Code of Obligations - for primary federal corporate and contract law rules.

- Swiss Federal Data Protection and Information Commissioner - for data protection guidance under the revised Swiss Data Protection Act.

- Swiss Federal Institute of Intellectual Property - for trademark, patent and design registrations in Switzerland.

- Swiss Bar Association and local cantonal bar - to find qualified lawyers experienced in corporate and commercial law in Graubünden.

- Swiss Arbitration Centre and other dispute-resolution institutions - for arbitration options and resources.

- Local chambers of commerce and industry in Graubünden - for networking, local practice and sector-specific guidance.

Next Steps

If you need legal assistance in Corporate & Commercial matters in Chur - follow these practical steps -

- Clarify the issue - summarise the facts, documents and the outcome you want. This will make initial legal consultations efficient and cost-effective.

- Choose the right advisor - look for a lawyer or firm experienced in corporate and commercial law with local Graubünden knowledge, German language capability if needed, and a network that includes notaries and tax advisors.

- Ask for an initial consultation - many lawyers offer a preliminary meeting to assess your case, define scope and provide an estimated fee structure. Agree on fees and engagement terms before work begins.

- Gather documents - incorporation papers, contracts, financial statements, employment records and correspondence will help your lawyer evaluate the situation quickly.

- Consider multidisciplinary advice - for tax-sensitive transactions, include a tax advisor or accountant early. For commercial real-estate matters, consult local planning authorities.

- Act promptly - corporate and commercial risks often magnify with delay - for example, director liability risks arise if insolvent trading continues. Early legal advice helps preserve options and reduce cost.

When in doubt, contact a qualified local lawyer in Chur to get tailored advice based on your exact circumstances and to ensure compliance with both federal and cantonal rules.