Best Investment & Business Structuring Lawyers in Lausanne

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

Investment and business structuring law in Lausanne, Switzerland covers the legal framework for forming, reorganizing, financing and governing businesses. It includes choosing the right corporate vehicle, drafting articles of association, and planning for cross-border operations. The Canton of Vaud, where Lausanne sits, applies federal Swiss law alongside cantonal registration and tax rules that affect corporate structure decisions.

Key activities typically involve selecting a vehicle such as a GmbH (limited liability company) or an AG (joint stock company), arranging share capital and governance, and managing mergers, acquisitions, or reorganizations. Practical planning also involves cross-border considerations, such as French proximity, currency, and regulatory alignment with Switzerland. A qualified corporate lawyer or business structuring attorney helps ensure compliance and minimizes risk across jurisdictions.

For residents and founders in Lausanne, early legal input can streamline registration with the Vaud commercial register and align corporate documents with both federal and cantonal requirements. This reduces delays and avoids costly rework during growth or exit strategies. A local attorney can translate complex rules into concrete steps tailored to your sector and funding model.

2. Why You May Need a Lawyer

• Setting up a Swiss GmbH or AG for a Lausanne startup - You need to determine the optimal vehicle, draft the articles of association, and prepare shareholder agreements aligned with Swiss corporate law and cantonal requirements. A lawyer helps with capital structures, governance provisions, and mandatory filings with the Vaud commercial registry.
• Structuring a cross-border investment or joint venture - If a French or EU investor participates in a Lausanne project, you must harmonize Swiss corporate law with cross-border tax and regulatory considerations. An attorney coordinates shareholding arrangements, licensing, and intercompany agreements.
• Executing a merger, acquisition or corporate reorganization - Transactions involve the Fusion Act and Code of Obligations provisions on transfer of assets, share swaps, and employee protections. A lawyer manages due diligence, disclosure, and post-transaction integration in Vaud.
• Minority protection and shareholder disputes - Disputes over governance, veto rights, or dividend policy require precise contracts and potential court or arbitration strategies. Local counsel can preserve value and minimize business disruption in Lausanne.
• Regulatory compliance for cross-border licensing and IP licensing - If your business relies on IP or cross-border licenses, a lawyer ensures licensing terms comply with Swiss competition and contract law. This helps avoid antitrust issues and enforceability problems in Vaud and beyond.
• Cantonal tax optimization and registration matters - Vaud tax rules differ from neighboring cantons, affecting structure decisions. A Lausanne lawyer can align corporate form, capital structure, and registration timing with local tax planning.

3. Local Laws Overview

• Swiss Code of Obligations (Code des Obligations, CO) - Governs formation, share capital, governance, and liability for GmbH and AG structures. It is the principal source for drafting articles of association and shareholder agreements. The CO interacts with cantonal registration and reporting obligations in Lausanne.
• Swiss Civil Code (Code Civil Suisse, ZGB) - Addresses contract law, property, and rights in business dealings, including real property matters that can affect secured transactions and corporate leasing. ZGB provisions influence commercial contracts, asset transfers, and security interests.
• Fusion Act (Fusionsgesetz, FUSG) - Regulates mergers, divisions and transformations of companies. It governs share exchanges, asset transfers, and the formal steps required to complete reorganizations in Switzerland, including cross-border considerations when restructuring Lausanne entities.

Recent changes to corporate law in Switzerland have focused on modernization and cross-border functionality, while maintaining robust protections for shareholders. Current versions of the CO, ZGB and FUSG are published on the Swiss federal legal platform and are updated periodically. For the latest text, consult the official portal for federal laws.

Practical note for Lausanne clients: you will likely interact with the Vaud Cantonal Registry of Commerce for company incorporation and annual filings. Cantonal interpretations can affect timelines and documentary requirements, so local counsel is essential to avoid processing delays.

Source: Swiss Federal Government - Doing business in Switzerland and starting a business in Lausanne. https://www.ch.ch/en/doing-business-in-switzerland/starting-a-business/

Source: Swiss Federal Law Portal - Code des obligations (CO), Fusion Act (FUSG) and related business law. https://www.fedlex.admin.ch

Source: Canton of Vaud - Registre du commerce and business registration guidance. https://www.vd.ch

4. Frequently Asked Questions

What is the Swiss Code of Obligations and its role in company formation?

The Code des Obligations sets the rules for creating and running GmbH and AG entities, including capital requirements, governance, and shareholder rights. It is essential for drafting articles of association and shareholders agreements. Always verify current provisions on the federal portal.

How do I set up a GmbH in Lausanne and what documents are required?

You typically need a memorandum of association, articles of association, proof of capital deposit, and identification documents for directors and beneficial owners. The process includes registration with the Vaud commercial registry and notarial execution of certain steps.

When should I consider structuring a cross-border investment in Vaud?

Consider cross-border structuring when you have foreign investors, licensing dependencies, or income streams in another country. A Lausanne attorney helps align corporate form with tax, regulatory, and currency considerations before funding rounds.

Where do I register a new company in the Canton of Vaud and what is the process?

The registration is done with the Vaud commercial registry. The process typically involves submitting notarized documents, paying fees, and awaiting official confirmation. Timelines vary by completeness and registrar workloads.

Why should I hire a local Lausanne lawyer for structuring a cross-border deal?

A local lawyer understands cantonal nuances, registration steps, and local tax implications. They tailor agreements to Swiss practice and help coordinate with cross-border counsel to avoid delays.

Can I re-domicile an existing company to Switzerland from another country?

Yes, re-domiciliation is possible under Swiss law if the entity meets statutory requirements. The process requires careful planning, documentation, and adherence to both federal and cantonal rules.

Should I form an AG or a GmbH for my startup in Lausanne?

AGs suit larger venture-funded ventures with multiple shareholders, while GmbHs are common for small to medium-sized enterprises with limited liability. Taxation, governance, and capital requirements influence the choice.

Do I need an attorney to draft articles of association and shareholders agreements in Vaud?

Yes. Drafting precise articles and agreements reduces the risk of disputes and ensures enforceability. A lawyer can tailor these documents to your business model and funding structure.

Is there a cost range for basic investment structuring services in Lausanne?

Fees vary by complexity, jurisdiction, and firm size. Typical engagements include upfront retainer, hourly rates, and milestone-based costs; obtain a detailed engagement letter before starting.

What is the typical timeline for a merger under the FUSG in Switzerland?

Mergers generally take several months, depending on due diligence, approvals, and regulatory filings. Expect a longer process for cross-border or multi-party deals with complex governance considerations.

How long does it take to complete a cross-border asset transfer in Vaud?

Asset transfers can take several months to ensure proper regulatory approvals, tax clearances, and contract assignments. Early planning with counsel helps align closing timelines with tax and registry requirements.

Do I need to open a Swiss bank account before structuring corporate investments in Lausanne?

Opening a Swiss bank account is often prudent for capital funding and regulations, though some structures may allow restricted initial funding. Banks require due diligence and documentation aligned with Swiss AML rules.

5. Additional Resources

• Swiss Federal Government - Doing business in Switzerland - Official guidance on starting and operating a business, including incorporation and regulatory requirements. https://www.ch.ch/en/doing-business-in-switzerland/starting-a-business/
• Swiss Federal Law Portal (FedLex) - Central access point for federal laws including CO, ZGB and FUSG text and updates. https://www.fedlex.admin.ch
• Canton of Vaud - Registre du commerce and business services - Cantonal guidance on registration, filings and local regulatory expectations. https://www.vd.ch

6. Next Steps

1. Clarify your business goals and preferred corporate vehicle (GmbH or AG) for Lausanne operations and capital needs. Set a rough timeline for registration and funding rounds.
2. Gather essential documents for initial counsel review, such as identifications, proposed share ownership, and intended governance structure. Prepare a preliminary business plan to inform structuring decisions.
3. Identify a Lausanne-based corporate or investment attorney with experience in cross-border deals and Vaud registrations. Request a written engagement outline and fee estimate.
4. Schedule a consultation to discuss the proposed structure, regulatory considerations, and tax implications. Bring questions about capital requirements, shareholder rights, and post-deal integration.
5. Obtain and review a formal engagement letter with scope, milestones, and fees. Confirm the timeline for filing with the Vaud commercial registry and any anticipated regulatory approvals.
6. Proceed with drafting and finalizing the Articles of Association, Shareholders Agreement, and relevant regulatory filings. Ensure completeness before submitting to the registry.
7. Monitor regulatory changes and schedule periodic reviews with your attorney to adjust structures as the business scales or funding evolves. Maintain ongoing compliance with Swiss and cantonal requirements.