Best Corporate Governance Lawyers in Berikon

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Founded in 2007
3 people in their team
English
Based in Berikon in the Mutschellen region, Advokatur und Notariat lic. iur. Stephan Eichenberger, Rechtsanwalt und Notar, combines an advocacy practice with a full notarial service. Led by lic. iur. Stephan Eichenberger and supported by attorney MLaw Fabienne Senn-Kaufmann, the office serves...
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About Corporate Governance Law in Berikon, Switzerland

Corporate governance in Berikon follows Swiss federal company law supplemented by cantonal and local administrative practice. The core legal framework is the Swiss Code of Obligations, which governs the main company forms used in Switzerland - notably the Aktiengesellschaft (AG) and the Gesellschaft mit beschränkter Haftung (GmbH). Practical steps such as registration, notarisation of certain documents and tax assessments are handled via cantonal offices in Aargau and local municipal authorities in Berikon.

In practice corporate governance covers the organisation and control of a company - the roles and duties of shareholders, the board of directors, and executive management - plus financial reporting, audit requirements, related party transactions, and internal controls. For listed companies and financial institutions additional regulatory regimes apply, including listing rules and financial supervision.

Why You May Need a Lawyer

You may need a specialised lawyer when corporate governance issues become complex, contentious, or when legal compliance is essential. Common situations include:

- Setting up or restructuring a company - forming an AG or GmbH, drafting articles of association, shareholder agreements and management contracts.

- Shareholder disputes - deadlocks, breaches of shareholders agreements, disputes over distributions or minority protection.

- Board and director matters - appointments, removals, questions about fiduciary duties, conflicts of interest, liability claims against board members.

- Mergers, acquisitions and transfers - due diligence, negotiating terms, drafting transaction documents and completing registrations.

- Compliance and regulatory issues - meeting audit and reporting obligations, corporate records, insider trading rules, anti-money laundering and data protection requirements.

- Crisis management - shareholder litigation, insolvency procedures, management liability investigations or regulatory enforcement actions.

Local Laws Overview

Key aspects of local and national law that are particularly relevant in Berikon include:

- Company law framework - the Swiss Code of Obligations sets out corporate forms, governance bodies, duties of directors and managers, capital rules and shareholder rights.

- Company forms - the AG is the usual vehicle for larger businesses and capital markets activity. The GmbH is commonly used for small and medium enterprises. Each form has specific formation, capital and governance rules.

- Handelsregister - companies must register in the cantonal commercial register. For businesses in Berikon this means registration at the Cantonal Commercial Register of Aargau. Public filings include articles of association and details of authorised representatives.

- Audits and financial reporting - auditing obligations depend on company size and thresholds under the Code of Obligations. Smaller companies may face reduced audit requirements. Financial statements and accounting must meet Swiss accounting standards.

- Director duties and liability - directors owe duties of care and loyalty to the company. They must supervise management and ensure compliance with legal and statutory obligations. Breaches can lead to civil liability and, in serious cases, criminal exposure.

- Tax and employment - cantonal tax rules in Aargau and Swiss employment law affect governance decisions, executive compensation and restructuring.

- Sector-specific regulation - banks, insurers, securities intermediaries and listed companies are subject to FINMA supervision, SIX Swiss Exchange rules and additional governance codes.

Frequently Asked Questions

What is the difference between an AG and a GmbH?

An AG is a share-based company with nominal capital divided into shares, typically used for larger enterprises and when capital markets or public offerings are a possibility. A GmbH is a company with ownership represented by membership interests and is often used by small and medium enterprises. Both forms limit owners liability, but they differ in capital structure, governance formalities and transferability of ownership interests.

Who are the mandatory corporate bodies for Swiss companies?

Typical mandatory bodies are the general meeting of shareholders, the board of directors and the statutory auditor or audit body where required. For one-tier governance the board may be directly involved in management, or it can delegate executive functions to appointed managers. Specific requirements depend on company form and size.

What duties do members of the board of directors have?

Directors must act with due care, in the best interests of the company, and avoid conflicts of interest. They must ensure proper accounting and reporting, supervise management, and ensure compliance with laws and the articles of association. Failure to fulfil these duties can result in liability claims and personal exposure for losses caused to the company.

How are conflicts of interest handled?

Conflicts must be disclosed and managed according to the articles of association and the Code of Obligations. In many cases affected directors must abstain from decision-making and related party transactions require approval by independent shareholders or an impartial board committee. Proper documentation and transparent procedures are essential.

When is an audit mandatory?

Audit requirements depend on size thresholds set under the Code of Obligations. If a company exceeds certain balances, revenues or employee thresholds, an ordinary statutory audit is required. Smaller companies may be subject only to a limited audit or may be exempt where allowed. Check current thresholds with local counsel or the cantonal commercial register office for the precise rules that apply.

Can shareholders challenge board decisions?

Shareholders can challenge board decisions through internal remedies - for example calling a general meeting or requesting provisional measures where permitted - and by bringing claims in court if the board breaches duties or corporate rules. Minority shareholders have specific protections under the Code of Obligations, including rights to information and remedies for unfair prejudice in some cases.

What should be included in a shareholders agreement?

A shareholders agreement typically covers governance rules beyond the articles of association, transfer restrictions, tag along and drag along rights, dividend policy, dispute resolution procedures, decision quorums for major decisions and deadlock-break mechanisms. It is a private contract that complements statutory company documents.

How does corporate governance affect tax and employment matters?

Governance decisions influence tax residency, transfer pricing, executive compensation treatment and social security obligations. Employment law impacts management contracts, termination procedures and restrictive covenants. Coordination between corporate, tax and employment advice is often necessary for restructuring or compensation planning.

What happens in the event of insolvency?

Directors must monitor the companys liquidity and take prompt action if the company becomes over-indebted or unable to pay its debts. Swiss insolvency law imposes duties to file for bankruptcy in certain situations. Failure to act timely can expose directors to liability for continued trading while insolvent.

How do I find the right lawyer for corporate governance issues in Berikon?

Look for lawyers or firms with experience in Swiss corporate law, local practice in Aargau, and relevant sector expertise. Check professional credentials, client references and whether they handle both transactional and contentious matters. A first consultation will help assess fit, fee structures and the immediate steps required.

Additional Resources

Resources and bodies that can help you include:

- Cantonal Commercial Register of Aargau - for company registrations and public filings relevant to businesses in Berikon.

- Cantonal Tax Office of Aargau - for local tax guidance and compliance questions.

- Federal Department of Justice and Police - publishes consolidated federal laws including the Code of Obligations.

- FINMA - for regulated financial institutions and sector specific supervision.

- SIX Swiss Exchange and Swiss corporate governance codes - for listed company governance standards and best practice.

- Economiesuisse and local chambers of commerce - for guidance, model documents and industry practice.

- Swiss Bar Association and local law societies - for finding qualified lawyers and understanding the professional rules.

Next Steps

If you need legal assistance with corporate governance in Berikon, consider these practical steps:

- Prepare basic documents - bring your articles of association, shareholder agreements, recent financial statements, board minutes and any notices or correspondence relevant to the issue.

- Book an initial consultation - discuss objectives, timeline and potential risks. Use the meeting to assess the lawyers experience with similar matters and local practice in Aargau.

- Ask about fees and the engagement arrangement - request a written engagement letter that sets out scope, rates and any estimated costs. Some firms offer fixed-fee options for defined projects.

- Prioritise urgent compliance - if there are immediate filing, audit, insolvency or regulatory deadlines take immediate steps to meet them. Your lawyer can advise interim measures and board steps to mitigate liability.

- Consider dispute resolution options early - mediation, arbitration or negotiated settlement can preserve value and avoid protracted litigation.

Good corporate governance requires both legal and practical attention. Early advice will often prevent costly disputes and regulatory problems later. If you are uncertain about your situation, seek local legal counsel to review the facts and provide tailored advice.

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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. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.