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Corporate governance covers the rules, practices and processes by which companies are directed and controlled. In Wohlen, a municipality in the Canton of Aargau, corporate governance follows Swiss federal law while also involving local administrative procedures such as registration with the Cantonal Commercial Register. The core legal framework is found in the Swiss Code of Obligations - the provisions governing stock corporations - and the rules that apply to limited liability companies. For listed companies or companies active in regulated financial sectors, additional rules and supervisory regimes apply.
Corporate governance issues often have legal, financial and reputational consequences. You may need a lawyer if you face any of the following situations:
- Company formation and choice of legal form - advising on AG versus GmbH, drafting articles of association, shareholder agreements.
- Corporate restructurings - mergers, demergers, transfers of assets or business lines, cross-border reorganizations.
- Changes in capital - capital increases or decreases, share issuances, convertible instruments.
- Board and management matters - defining duties and powers, director appointments and removals, executive contracts, conflicts of interest.
- Compliance and regulatory issues - compliance programs, insider trading rules, reporting duties for listed companies, sector-specific regulation.
- Audits and accounting - statutory audit issues, auditor appointments or challenges.
- Shareholder disputes and litigation - deadlocks, breach of fiduciary duties, minority shareholder protection and enforcement.
- Insolvency and creditor claims - early-warning duties, duties to file for bankruptcy, director liability in distressed situations.
A lawyer experienced in Swiss corporate law can help reduce legal risk, draft compliant documentation, represent the company in disputes and liaise with regulators and the Commercial Register.
Key legal aspects relevant in Wohlen are driven by national Swiss law, with local administrative links in the Canton of Aargau:
- Swiss Code of Obligations - sets out the main rules for the two most common business forms: the stock corporation - Aktiengesellschaft (AG) - and the limited liability company - Gesellschaft mit beschrankter Haftung (GmbH). These rules cover formation, corporate organs, capital maintenance, shareholder rights and dissolution.
- Commercial Register - companies in Wohlen must register with the Cantonal Commercial Register. Registration creates legal certainty about the companys status, authorised signatories and official corporate documents.
- Audit and accounting rules - statutory accounting and audit requirements under Swiss law depend on company size, capital and activities. Companies may be subject to statutory audit, limited audit or be able to opt out under small-company criteria.
- Directors duties - directors and officers must comply with duties of care and loyalty, properly manage company affairs, and observe insolvency-related filing duties. Breach of duties can lead to civil liability, administrative sanctions or, in some cases, criminal exposure.
- Securities and market rules - for listed companies, corporate governance obligations include enhanced disclosure, rules on insider trading and requirements imposed by exchange regulation.
- Sector-specific supervision - companies in regulated sectors such as banking, insurance or collective investment schemes are supervised by national authorities and require specialized compliance measures.
An AG is a stock corporation designed for larger operations and can issue shares that are broadly transferable. It has stricter formalities and is an appropriate vehicle for raising external capital. A GmbH is a limited liability company with interests held in registered form by members. It is often used for small and medium-sized enterprises. Both limit shareholder liability to the companys assets, but they differ in formalities, governance structures and capital requirements.
Essential documents include the articles of association, minutes of general meetings and board meetings, shareholder register, bank confirmations for paid-in capital, statutory financial statements, and any shareholder agreements or management contracts. For regulated activities, additional compliance documentation may be necessary.
Directors owe a duty of care - to act with due diligence and informed judgement - and a duty of loyalty - to act in the companys best interest and avoid conflicts of interest. They must also ensure proper bookkeeping and compliance with legal obligations, and in financially distressed situations they must take prompt action such as filing for bankruptcy where required by law.
Shareholders exercise core powers at the general meeting, including approval of financial statements, election of board members and approval of capital changes. Minority shareholders have statutory protections against abusive majority actions, and can bring derivative claims in certain circumstances. Specific protections and procedures can also be negotiated in shareholder agreements.
Audit obligations depend on the companys size, balance sheet, turnover and number of employees. Larger companies and certain types of entities are subject to a statutory audit by an independent auditor. Smaller companies may be eligible for limited audit procedures or an audit exemption, subject to the criteria in the Swiss Code of Obligations.
A shareholder agreement is binding between the contracting parties but cannot override mandatory provisions of law or affect third party rights. It can supplement the articles of association by setting out arrangements on shareholder behaviour, governance, transfer restrictions and dispute resolution, but it must be consistent with the companys formal constitutional documents.
First, review the articles of association and any shareholder agreement for dispute resolution clauses or deadlock-breaker mechanisms. Attempt negotiation or mediation where practical. If matters cannot be resolved, legal remedies may include court proceedings, petitions for dissolution in extreme cases, or seeking injunctive relief against breaches of duty. Early legal advice is important to preserve rights and evidence.
Directors must monitor the companys liquidity and balance sheet. If the company is unable to pay its debts as they fall due or if liabilities exceed assets in a way that cannot be remedied, directors have duties to take specified actions under Swiss insolvency law, including filing for bankruptcy in a timely manner. Failure to act can create personal liability risks for directors.
Conflicts of interest must be disclosed and managed transparently. Directors with a personal interest in a transaction typically must abstain from decision-making where the conflict affects their objectivity, and the board should document how the conflict was addressed. Transactions with related parties may require special approvals or shareholder consent, depending on the circumstances and the companys articles.
Look for lawyers licensed in Switzerland with experience in corporate law, preferably with specific experience in the Canton of Aargau and the type of company you run. Consider language skills - German is commonly used for local administrative work - and check experience with AG or GmbH matters, M&A, compliance and litigation as needed. Ask for references, an outline of likely fees and a written engagement letter before work starts.
Useful organisations and bodies to consult or be aware of when dealing with corporate governance in Wohlen include -
- Cantonal Commercial Register - the office that handles company registration and filings in Canton Aargau.
- Federal authorities and federal legislation - the Swiss Code of Obligations is the primary source for company law rules.
- Financial market regulators - national supervisory authorities regulate banks, insurers and financial market participants and enforce sector-specific corporate governance rules.
- Exchange regulators - for listed companies, exchange rules set out additional corporate governance and disclosure obligations.
- Professional associations - bar associations, chambers of commerce and corporate governance institutes provide guidance, trainings and directory services for legal and governance professionals.
If you need legal assistance with corporate governance matters in Wohlen, consider these practical steps:
- Gather key documents - articles of association, shareholder agreements, recent financial statements, minutes of meetings and any correspondence relevant to the issue.
- Identify the issue - be clear whether you need advice on formation, a transaction, dispute resolution, compliance or insolvency planning.
- Seek an initial consultation - arrange a meeting with a qualified Swiss corporate lawyer who can assess your situation and propose options. Ask for an engagement letter that outlines scope, fees and timelines.
- Consider internal steps - depending on advice received, you may need to convene the board or a shareholder meeting, prepare documentation, or implement compliance and governance improvements.
- Preserve evidence and observe deadlines - in disputes or regulatory matters, early action and documentation preservation can be critical.
This guide provides general information and is not a substitute for tailored legal advice. A local corporate lawyer can evaluate your specific facts, explain applicable law and represent you before authorities or courts.
