Best Investment & Business Structuring Lawyers in Frauenfeld

1. About Investment & Business Structuring Law in Frauenfeld, Switzerland

Investment and business structuring in Frauenfeld, Switzerland, is primarily governed by federal corporate law, with cantonal administration guiding registration and local compliance. The Swiss Code of Obligations forms the backbone for company formation, governance, and restructurings across all cantons, including Thurgau where Frauenfeld is located. In practice, you must coordinate with the cantonal Handelsregisteramt (Commercial Registry) for registration and amendments to your company’s articles of association.

Common forms used in Switzerland include the Gesellschaft mit beschränkter Haftung (GmbH) and the Aktiengesellschaft (AG). GmbHs are popular for small to medium sized enterprises because of lower capital requirements, while AGs are preferred for larger ventures and external financing. An essential part of structuring is drafting robust shareholder agreements, governance documents, and intercompany contracts to manage liability, taxation, and profit distribution.

In Frauenfeld, as in other cantons, the process often involves notarial authentication for certain steps and timely registration with the cantonal commercial registry. Local considerations include employment law compliance, VAT registration thresholds, and cross border tax planning. A focused legal strategy can help harmonize corporate form, ownership, and financing with regulatory obligations.

Two practical implications for residents and business owners in Frauenfeld are that (1) cross border operations may trigger intercompany agreements and transfer pricing considerations and (2) cantonal and federal tax regimes interact in determining overall tax liability. Consulting a lawyer who understands both national rules and Thurgau cantonal practices is crucial for compliant and efficient structuring.

2. Why You May Need a Lawyer

Below are concrete, real world scenarios typical for Frauenfeld and the Thurgau region where legal counsel adds value beyond generic guidance.

• You want to convert a sole proprietorship into a GmbH to limit personal liability while expanding operations in Frauenfeld. A lawyer can draft the Articles of Association, prepare the necessary capital contributions, and handle the cantonal filing with the Handelsregisteramt Thurgau.
• You are acquiring a small manufacturing business in Frauenfeld and need due diligence on local leases, employment contracts, and regulatory permits. A lawyer helps assess risk, negotiates the purchase agreement, and coordinates the transfer with the registry and tax authorities.
• Your group plans a cross border restructure, such as a German parent reorganizing into a Swiss subsidiary. A lawyer can design a FusG compliant merger or transformation plan, prepare intercompany agreements, and manage notice and filing requirements.
• You seek to set up a holding structure to optimize financing and ownership across Switzerland and neighboring countries. A lawyer can optimize the corporate hierarchy, draft financing agreements, and ensure tax efficiency while maintaining compliance with Swiss transfer pricing rules.
• You face a shareholder dispute or want to implement minority protections in an AG or GmbH. A lawyer can negotiate a shareholders' agreement, document buy-sell provisions, and guide you through any remedial corporate actions with the registry.
• You hire personnel including foreign nationals and need guidance on permits, payroll, and social security contributions. A lawyer can coordinate immigration compliance, work permits, and employment law obligations with federal and cantonal requirements.

3. Local Laws Overview

The following laws and regulations govern Investment & Business Structuring activities in Frauenfeld and the Canton of Thurgau, with notes on their scope and practical impact.

Swiss Code of Obligations (Obligationenrecht, OR) - The central statute for company formation, governance, capital requirements, and corporate changes for GmbHs and AGs. It provides the rules for articles of association, shareholder rights, director responsibilities, and mandatory filing with the Handelsregister. Current text and articles are available from Swiss federal resources.

Fusion Act (FusG) - Governs mergers, demergers, and transformations of companies, including cross border reorganizations where Swiss entities are involved. FusG provides the framework for combining or restructuring legal entities while preserving rights and obligations of creditors and shareholders. Check official texts for precise procedure and filing requirements.

Value Added Tax Act (MWSTG) - Regulates VAT registration, reporting, and compliance for businesses operating in Switzerland. Registration obligations depend on annual taxable turnover and cross border activities, affecting pricing and intercompany charges in structuring plans. VAT guidance is published by the Swiss tax authority and can impact cross border workflows.

Recent trends across Switzerland and cantonal practices emphasize more transparent corporate governance and careful cross border planning. As part of broader tax policy reforms, Switzerland has implemented changes affecting corporate taxes and international taxation frameworks in the past few years. For the latest developments, consult official resources and qualified counsel familiar with Thurgau practice.

Source: OECD - Switzerland Tax Policy and Reform guidance (useful for understanding broader changes that affect corporate structure and cross border investments). OECD

Source: Swiss Government - Code of Obligations (OR) and corporate law framework (official texts and commentary). admin.ch

4. Frequently Asked Questions

What is the Swiss Code of Obligations (OR) and why is it important?

The OR governs company forms, governance, and operations in Switzerland, including GmbH and AG rules. It sets minimum requirements for capital, board structure, and annual filings. Lawyers use OR as the baseline for structuring and compliant operations.

How do I form a GmbH in Frauenfeld and what documents are needed?

You typically draft Articles of Association, choose a company name, appoint directors, and contribute capital. You must file with the Handelsregisteramt Thurgau and arrange notarial authentication for certain steps. Expect a registration timeline of roughly 2-4 weeks if all documents are in order.

What is the minimum capital requirement for an AG in Switzerland?

The minimum share capital for an AG is CHF 100,000, with at least CHF 50,000 paid in. For a GmbH, the minimum is CHF 20,000, fully paid. Capital requirements influence early financing needs and creditor protection.

Do I need a notary to form a GmbH or to make changes?

Notarization is typically required for Articles of Association and certain amendments. The notary authenticates documents before registration with the Handelsregisteramt. Your lawyer can coordinate with a local notary to ensure compliance.

What is the difference between GmbH and AG for investors?

GmbH suits small to mid size ventures with limited liability and simpler governance. AGs are preferred for external financing and larger operations due to more flexible share transfer and investor expectations. Tax and regulatory treatment can differ by form and cantonal specifics.

What steps are involved in a cross border merger or transformation (FusG) in Switzerland?

FusG requires a planned restructuring, assessment of creditor rights, and formal filings with the registry. It often involves valuation reports, intercompany agreements, and careful tax planning. A Swiss lawyer coordinates the process and ensures compliance with both OR and FusG provisions.

How long does it take to register a company in Thurgau?

Registration typically takes 2-6 weeks depending on document completeness and any needed approvals. Delays can arise if notarial steps or cross border considerations require additional steps. Early preparation helps minimize time to activation.

Do I need an international or local lawyer for cross border investments?

For cross border structuring, working with lawyers who understand both Swiss and foreign jurisdictions is essential. A local attorney can manage registry filings and cantonal compliance, while an international counsel can address cross border tax and financing considerations.

Can a foreign investor acquire a Swiss company in Frauenfeld?

Yes, foreign investment is common in Switzerland and generally subject to standard corporate law and regulatory approvals. There may be sector specific or anti trust requirements in rare cases, so early legal guidance is advised.

What are typical costs for corporate structuring advisory in Frauenfeld?

Costs vary by complexity, but expect fees for due diligence, document drafting, and registry filings. A mid sized restructuring may range from several thousand to tens of thousands CHF, depending on scope and engaging professionals.

Do I need to register for VAT if my turnover is low?

VAT registration thresholds apply; if annual taxable turnover exceeds the threshold, registration is required. Small businesses may have exempt or simplified options, but professional advice ensures correct classification and compliance.

5. Additional Resources

Use these official resources to inform your planning and to verify current requirements for Investment & Business Structuring in Switzerland and Thurgau.

• Swiss Federal Government - Company law and commercial registry information (admin.ch) - provides the framework for corporate formation, governance, and official registry filings. admin.ch
• Swiss Federal Tax Administration - VAT registration and corporate tax guidance (ESTV) - official guidance on tax obligations for businesses operating in Switzerland. ESTV
• Kanton Thurgau Handelsregisteramt - Cantonal commercial registry office for Frauenfeld and Thurgau - handles registration, amendments, and official notices for local businesses. Thurgau Cantonal Portal

6. Next Steps

1. Define your business goals and preferred corporate form (GmbH or AG) based on liability, tax, and financing needs. Gather potential ownership structures and draft a high level timeline.
2. Check the Handelsregisteramt Thurgau requirements for your chosen form and prepare a preliminary set of articles, shareholder agreements, and governance documents.
3. Engage a Frauenfeld or Thurgau based lawyer with experience in Investment & Business Structuring to review documents and coordinate notarial steps if required.
4. Draft or refine the Articles of Association, appoint directors, and prepare any necessary intercompany or employee agreements for the restructure or formation.
5. Submit filings to the Handelsregisteramt Thurgau, arrange any required notarial authentication, and track the registration timeline (typically 2-6 weeks).
6. Coordinate with the Swiss tax authority (ESTV) for VAT status and corporate tax considerations; complete any required tax registrations and filings.
7. Set up ongoing compliance processes, including annual general meetings, accounting, and timely updates to the registry for changes in ownership or structure.