Beste Unternehmensführung Anwälte in Frauenfeld

1. About Unternehmensführung Law in Frauenfeld, Schweiz

Unternehmensführung, or corporate governance law, governs how companies are directed, controlled, and held accountable in Switzerland. In Frauenfeld and the broader canton of Thurgau, this area is primarily shaped by the Swiss Code of Obligations (Schweizerisches Obligationenrecht, OR) and by amendments from the Aktienrechtsrevision (ARR). The framework applies to common business forms in the region, including Aktiengesellschaften (AG) and Gesellschaften mit beschränkter Haftung (GmbH).

Key governance responsibilities include the duties of care and loyalty of directors, the rights and protections of shareholders, and formal rules for shareholders meetings, financial reporting, and audits. Cantonal authorities in Thurgau, such as the Handelsregisteramt Thurgau, coordinate with federal law to ensure accurate company disclosures and registrations. For residents of Frauenfeld, understanding these rules helps prevent disputes and supports sound business decisions.

The governance framework in Switzerland relies on the OR for general corporate governance, and the ARR for modernising rules addressing board independence, transparency, and shareholder rights.

Sources: Swiss Code of Obligations on FedLex and related federal guidance, and Zefix for company registrations. See the links in the Resources section for official texts and registries.

2. Why You May Need a Lawyer

• Starting a new company in Frauenfeld - When forming a GmbH or AG, you need precise articles of association, share capital structuring, and compliance with OR requirements. A lawyer ensures the documents reflect your ownership and governance goals and that filings with the cantonal registry are correct.
• Disputes among shareholders or directors - A conflict over fiduciary duties, conflicts of interest, or authority between a founder and the management team can lead to injunctions or civil actions. Legal counsel helps preserve your interests and navigate mediation or court procedures.
• Audits and financial reporting obligations - Large or listed entities face audit and disclosure duties under the ARR and OR. A lawyer can advise on governance disclosures, audit requirements, and timelines to avoid penalties in Thurgau.
• Restructuring or changing corporate form - Converting from GmbH to AG, changing share structures, or altering the board setup requires careful compliance with OR provisions and notification to the Handelsregisteramt Thurgau. An attorney coordinates documentation and regulatory steps.
• Dissolution or liquidation of a company - If you plan to wind up a business in Frauenfeld, you must follow statutory liquidation processes, creditor protection rules, and proper asset distribution. Legal guidance helps prevent personal liability for owners.
• Cross-border or international operations - Companies in Frauenfeld often have cross-border contracts with Germany or Austria. A lawyer can align governance and contract terms with Swiss and international law.

3. Local Laws Overview

The Swiss Code of Obligations (Obligationenrecht, OR) provides the core rules for corporate governance, including duties of management, shareholder rights, and annual reporting requirements. In Frauenfeld, these rules are applied consistently with cantonal registration practices and local court procedures.

The Aktienrechtsrevision (ARR) is a major reform implemented to modernise stock corporation governance. It enhances board independence, clarifies disclosure obligations, and aims to strengthen minority shareholder protections. The ARR took effect in early 2023, with ongoing transitional provisions and cantonal alignment.

Swiss commercial registers are coordinated nationwide through Zefix, the central company register. For residents of Frauenfeld, Zefix provides access to verified company data, ownership structures, and filing history essential to governance and compliance.

Key sources for formal texts and official guidance include the Swiss Federal Administration and FedLex, which host official law texts and historical amendments. These resources are essential for precise, up-to-date governance requirements in Thurgau.

4. Frequently Asked Questions

What is the Swiss Code of Obligations and how does it affect governance?

The OR provides the core rules for corporate formation, board duties, and shareholder rights. It applies to most private companies in Frauenfeld and governs fiduciary duties and annual reporting.

How Much does legal help for corporate governance typically cost in Frauenfeld?

Fees vary by case complexity, company size, and whether litigation is involved. A preliminary review can start at CHF 200-300 per hour for junior counsel, with senior attorneys charging more.

When should I consult a lawyer for a board dispute in Thurgau?

Consultation is advisable as soon as tensions rise, to preserve evidence and to avoid breaches of fiduciary duties. Early legal guidance helps secure appropriate remedies.

Where can I verify a company’s governance structure or ownership in Switzerland?

You can search the central register at Zefix for corporate data, including board members and registered addresses. This helps confirm governance details before decisions.

How long does it take to complete a simple company dissolution in Frauenfeld?

A straightforward liquidation can take several months, depending on creditor timelines and asset distribution. A lawyer can help plan steps, notices, and final filings efficiently.

Do I need a lawyer to convert a GmbH to an AG in Thurgau?

Yes, because changes to share structure, board composition, and statutory requirements must comply with OR and ARR. Legal assistance helps with filings and tax considerations.

Is board independence required for all Swiss companies?

Board independence rules primarily affect larger or listed companies after the ARR reforms. Private companies benefit from independent guidance to reduce conflicts of interest.

What documents are usually involved in a corporate governance review?

Common documents include articles of association, shareholder agreements, board meeting minutes, and audit or financial statements. A lawyer ensures all filings meet OR standards.

How do I enforce minority shareholder rights in a Frauenfeld company?

Rights can include calling general meetings, requesting information, or pursuing legal remedies. An attorney can guide you through proper procedures and timing.

Do I need to consider cantonal rules in Thurgau when adopting new governance policies?

Cantonal rules align with federal law but may impact registration, reporting deadlines, and local enforcement. A local lawyer helps tailor policies to Thurgau specifics.

What is the process to file an objection to governance decisions?

The process typically involves submitting a formal complaint to the relevant court and notifying the company. A lawyer helps prepare evidence, arguments, and procedural steps.

Can I use standard templates for governance documents in Frauenfeld?

Standard templates exist but should be customised to reflect your company’s ownership, risk profile, and strategic goals. A lawyer can adapt templates to protect your interests.

5. Additional Resources

• Zefix Central Company Register - Official Swiss central registry for company data, useful for verifying governance structures and filings. https://www.zefix.ch
• Swiss Code of Obligations (OR) on FedLex - Official text of the core corporate governance rules. https://www.fedlex.admin.ch/eli/cc/24/232_245_232/de
• Swiss Federal Administration - Portal with information on company law, reforms, and administrative guidance. https://www.admin.ch

6. Next Steps

1. Clarify your objective - Define whether you are starting, restructuring, or resolving disputes in a Frauenfeld context. This guides the scope of legal review.
2. Identify key documents - Gather articles of association, shareholder agreements, meeting minutes, and any prior audits or reports.
3. Consult a local corporate lawyer - Seek a specialist in Swiss corporate governance with experience in Thurgau and Frauenfeld.
4. Request a preliminary assessment - Ask for an initial opinion on governance gaps, fiduciary risks, and compliance timelines.
5. Develop a tailored plan - Create a strategy for formation, change of structure, or dispute resolution with clear milestones.
6. Coordinate with the Handelsregisteramt Thurgau - Ensure filings align with Cantonal registration requirements and deadlines.
7. Agree on a fee structure - Confirm billing method, estimated hours, and potential costs for needed audits or litigation if required.