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Malans is a municipality in the canton of Graubünden in eastern Switzerland. Corporate and commercial law governs how businesses form, operate, and wind down, including contracts, governance, and compliance. The core rules are national, with the cantonal authorities handling registrations and local filings.
In Switzerland, the Code of Obligations (Obligationenrecht) is the principal source for corporate matters such as company formation, capital requirements, and director duties. The framework applies uniformly to Malans and across Graubünden, ensuring consistency in corporate governance and commercial transactions. You will encounter the Swiss Commercial Register for official company formation and updates, including changes to ownership and management.
In Switzerland, corporate and commercial law is largely governed by the Code of Obligations, which sets out formation, governance and contracts for Swiss entities. Source: Swiss government information on federal corporate law.
For practical steps in Malans, you typically register with the Graubünden Cantonal Commercial Register, meet capital requirements for the chosen company form, and ensure ongoing compliance with annual filings and reporting. The process is standardized but requires attention to form specific rules, such as capital and governance provisions for Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH).
The Swiss corporate framework rests on federal acts and cantonal administration. The following laws and regulations directly affect corporate and commercial activity in Malans and Graubünden.
According to Swiss authorities, the Code of Obligations is the central framework for corporate entities, while AMLA provides the due diligence and reporting obligations for financial and related activities. Source: FINMA and admin.ch guidance on corporate regulation.
Recent regulatory developments focus on enhanced governance and transparency, with ongoing updates to corporate governance practices, anti-money laundering controls, and insolvency procedures. For precise dates and transitional rules, consult official sources such as admin.ch and FINMA.
The Code of Obligations covers company formation, shareholder rights, capital requirements, and governance. It applies to AGs and GmbHs across Switzerland, including Malans. It also governs commercial contracts and company liabilities. You can consult the OR for specifics on articles related to your company form.
To form an AG in Malans you must meet minimum capital of CHF 100,000, with at least CHF 50,000 paid in. You create articles of association, appoint directors, and register with the cantonal commercial register. An attorney can help prepare the formation documents and filing materials.
Swiss law requires annual general meetings for AGs to approve accounts and elect directors. The timing is determined by the articles of association, but most companies schedule the AGM within six to seven months after the financial year end. A lawyer can help with notice procedures and documentation.
The minimum capital for a GmbH is CHF 20,000, which must be contributed in full at formation. Articles of association define governance and share allocation. A corporate attorney can assist with capital contribution structures and filings.
While you can draft contracts yourself, a lawyer reduces risk by ensuring Swiss governing law, boilerplate terms, and dispute resolution clauses are appropriate. A local lawyer can tailor the contract to Swiss standards and Malans market practice.
You must prepare formation documents, appoint directors, and submit the registration package to the Graubünden Commercial Register. The process includes verification of capital, residency, and signatories. An attorney speeds up the review and ensures compliance.
Foreign investment is permitted under Swiss law, but ownership and control structures may trigger additional disclosures and regulatory scrutiny. A lawyer helps ensure compliance with AMLA and reporting requirements when foreign parties hold shares.
Insolvency timelines vary by complexity and asset size, but a straightforward liquidation can extend across several months. An insolvency attorney can guide you through creditor meetings, asset realization, and distribution plans.
Yes. An AG offers easier transfer of shares and potentially greater credibility, with higher capital requirements. A GmbH often suits smaller businesses with tighter capital, simpler governance, and limited liability for owners.
Costs depend on engagement scope and complexity. Common arrangements include hourly rates or flat fees for specific tasks such as formation or contract review. Request a written engagement letter with a clear fee estimate.
Yes. AMLA applies to many business activities, not only banks. Implementing due diligence, KYC procedures, and suspicious activity reporting helps reduce risk and aligns with Swiss regulatory expectations.
Swiss law governs contracts where parties are located in Switzerland or perform significant activities in Switzerland. Foreign law can apply if specified, but Swiss courts may interpret issues under Swiss private law, with mandatory provisions retained. A lawyer clarifies governing law clauses in contracts.
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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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