Best Investment & Business Structuring Lawyers in Fribourg

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

Investment and business structuring law in Fribourg covers how businesses are formed, reorganized, financed and operated within the canton's framework and the federal Swiss system. In Switzerland, common structures include sole proprietorships, GmbH (limited liability company) and AG (joint stock company). Fribourg enterprises must align with federal statutes and cantonal registry requirements when forming or restructuring a business.

Key elements include choosing an appropriate corporate form, drafting foundational documents, appointing directors and auditors where required, and registering with the cantonal commercial register. In practice, Fribourg-based companies frequently engage notaries and legal counsel to ensure compliance with both the Swiss Code of Obligations and cantonal registration rules. Proper structuring also supports cross-border operations and investment flows into and out of the canton.

Practical note: Swiss corporate law emphasizes transparency, fiduciary duties, and capital requirements for AGs and GmbHs. Understanding these basics helps avoid later regulatory or tax complications when scaling in Fribourg or relocating activities across cantons.

Source: Swiss Code of Obligations governs corporate forms and governance, with cantonal registration guiding Fribourg implementations.

Office Fédéral de la Justice et Police / Swiss Federal Administration

2. Why You May Need a Lawyer

• Converting a sole proprietorship to a GmbH or AG in Fribourg. You plan to bring in external investors and need a compliant cap table, shareholder agreements, and notarial documents that reflect Swiss capital requirements.
• Cross-border restructurings involving a Fribourg entity. A merger or partial asset transfer under FusG requires precise hatching of asset transfers, employee continuity, and registration updates in the Fribourg Commercial Register.
• Setting up a Fribourg holding structure for tax efficiency. You aim to consolidate holdings across Switzerland and the EU while meeting AMLA and corporate governance standards.
• Succession planning for a family-owned business in Fribourg. You need a legally robust plan for ownership transfer, governance, and tax implications within cantonal rules.
• Asset protection and risk management in a Fribourg context. Structuring activities to isolate liabilities and optimize insurance and equity arrangements requires careful drafting of agreements and corporate forms.
• Regulatory due diligence for external financing or a sale. Lenders and buyers require validated corporate documentation, corporate governance disclosures, and compliance checks.

In each scenario, a lawyer or legal counsel helps avoid common mistakes such as misalignment with CO requirements, improper notarial practice, or incomplete registration which can trigger fines or delays. Engaging a Fribourg-based attorney with canton-specific experience reduces risk when navigating the cantonal registry and local business practices.

3. Local Laws Overview

Swiss corporate structuring hinges on several key federal statutes and cantonal procedures. Below are 2-3 specific laws and regulations you should know when structuring or reorganizing a Fribourg business.

• Code des obligations (CO) - Swiss Code of Obligations. Governs the formation, governance, shareholder rights and liability of GmbH and AG structures. It is the primary framework for corporate activities in Fribourg and nationwide.
• Loi fédérale sur les fusions, les scissions et les apports partiels d-actifs (Fusion Act, FusG). Regulates mergers, demergers, and partial asset transfers between Swiss entities, including those domiciled in Fribourg. It provides the procedural steps for reorganization and registration.
• Loi fédérale sur la lutte contre le blanchiment d'argent et le financement du terrorisme (AMLA). Requires customer due diligence, documentation, and reporting for corporate transactions; this affects structuring activities that involve large funds or complex ownership chains.

Additional considerations include Swiss cantonal tax rules and the Fribourg cantonal tax framework, which affect corporate income tax, withholding and value-added tax. While cantonal tax planning can be advantageous, it must remain consistent with federal tax principles and AMLA obligations.

Source: Swiss Code of Obligations and Fusion Act provide the framework for formation, reorganization, and governance of Swiss companies, including in Fribourg.

Swiss Federal Justice and Police Office / admin.ch

Source: AMLA governs anti-money laundering measures that apply to corporate structuring and financial flows in Switzerland.

Swiss Federal Department of Justice and Police / admin.ch

4. Frequently Asked Questions

What is the Code des obligations and why does it matter in Fribourg?

The CO establishes how companies are formed, run, and dissolved in Switzerland, including Fribourg. It sets capital requirements, director duties, and shareholder rights for GmbH and AG structures.

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

You need a notary to draft and certify the articles of association, a minimum paid-in capital of CHF 20 000, and registration with the Fribourg commercial register. You should also prepare the founders' shareholding plan and the articles of association.

What is the difference between AG and GmbH in Switzerland?

An AG is a joint stock company with higher capital requirements and broader share transferability, while a GmbH is a limited liability company with simpler governance. Both require registration and have distinct tax and fiduciary implications.

Do I need a notary for company formation in Fribourg?

Yes, notaries are typically required for forming AGs and GmbHs and for notarizing the articles of association. They also handle amendments to the articles and capital changes.

How much does it cost to hire a corporate lawyer in Fribourg?

Typical fees range from CHF 200 to CHF 500 per hour for consultation, with project-based costs for formation or reorganizations. Fixed-fee arrangements are common for standard matters.

How long does a typical company reorganization in Fribourg take?

Simple reorganizations may complete in 4-6 weeks, while complex mergers or cross-border restructurings can take 3-6 months depending on due diligence, regulatory approvals, and registration timing.

Do I need Swiss citizenship to own a company in Fribourg?

No, non-Swiss residents can own Swiss companies, provided they meet tax and regulatory obligations. Some sectors may require local director presence or residency due to regulatory rules.

Can a Fribourg company set up a cross-border holding structure with a parent in the EU?

Yes, this is common for tax planning and asset management. You will need careful structuring to comply with AMLA, transfer pricing, and cantonal tax rules.

Should I appoint a compliance officer or establish a dedicated compliance program?

For larger or cross-border structures, appointing a compliance officer helps manage AMLA obligations, KYC requirements, and regulatory reporting obligations.

Is it possible to move a company to Fribourg from another canton?

Yes, you can re-domicile or migrate the seat, subject to registry and tax filings. A lawyer can coordinate with the Fribourg Registry and cantonal authorities to ensure a smooth transition.

How do I ensure compliance with AMLA in corporate structuring?

Implement robust customer due diligence, maintain detailed ownership records, and implement ongoing monitoring of transactions to satisfy AMLA requirements.

What is the process to merge two Fribourg-based companies?

Under FusG, you conduct due diligence, prepare a merger agreement, obtain approvals, and file with the cantonal commercial register for registration following a defined timetable.

5. Additional Resources

• ZEFIX Central Swiss Commercial Register: Central portal for searching Swiss company registrations and basic information on Fribourg entities. https://www.zefix.ch
• Swiss Federal Department of Justice and Police (EJPD): Official hub for Swiss justice, company law, AMLA rules, and corporate governance guidance. https://www.ejpd.admin.ch
• Fribourg Cantonal Administration: Cantonal resources on business formation, permits, and local registry practices. https://www.fr.ch

Note: For international or cross-border business structuring, you may also consult international professional bodies for guidance on best practices, while adhering to Swiss and cantonal requirements.

6. Next Steps

1. Define your objectives and preferred corporate form. Decide between GmbH, AG, or other structures, and outline your cross-border considerations if any. This will guide downstream advice.
2. Gather key documents for review. Prepare business plan, articles of association, shareholding agreements, and any prior agreements or deeds relevant to the restructure.
3. Identify a Fribourg-based lawyer or law firm with corporate restructuring experience. Look for practical experience with Fribourg commercial registry and cross-border transactions.
4. Schedule an initial consultation to scope the engagement and costs. Confirm the proposed scope, timeline, and fee structure in a written engagement letter.
5. Obtain a detailed, itemized fee estimate for the project. Request fixed fees for standard filings when possible and clarify disbursement costs.
6. Prepare a project plan with milestones and registry targets. Include steps such as notary filings, registry submissions, and any regulatory approvals.
7. Proceed with engagement and execute the necessary documents. Sign the engagement letter, provide any missing documents, and schedule steps with the registry and notary.