Best Venture Capital Lawyers in Chur

About Venture Capital Law in Chur, Switzerland

Venture capital in Chur sits at the intersection of Swiss federal law and cantonal practice in Graubunden. Startups and investors in Chur are subject to the same national company, contract, securities and tax rules that apply across Switzerland, while benefiting from local support programs, regional business networks and cantonal tax and incentive regimes. Common corporate forms for startups are the Aktiengesellschaft - AG - and the Gesellschaft mit beschrankter Haftung - GmbH. Venture capital transactions typically involve subscription agreements, shareholders agreements, convertible instruments, investor rights and rules on exit and governance.

Why You May Need a Lawyer

Venture capital transactions raise numerous legal issues that can have long-term consequences for founders and investors alike. You may need a lawyer if you are forming a company, negotiating a term sheet, documenting an equity or convertible investment, drafting a shareholders agreement, protecting intellectual property, planning for exits - such as sales or trade sales - or navigating regulatory requirements. Lawyers also assist with due diligence, tax structuring, employee equity plans and employment agreements, cross-border investments, financing rounds and compliance with anti-money-laundering and securities rules. Engaging a lawyer early helps allocate rights and risks clearly and can preserve value at later rounds or on exit.

Local Laws Overview

Switzerland provides a stable legal framework that is attractive to venture capital activity. Key legal areas that affect VC deals in Chur include corporate law, securities law, tax law, employment and social insurance law, intellectual property law and regulatory law for financial services.

Corporate law - Swiss Code of Obligations governs company formation, capital, corporate bodies and shareholder rights. Common startup forms are the AG and the GmbH. For an AG the statutory minimum share capital is CHF 100,000. For a GmbH the minimum share capital is CHF 20,000. Founders must address articles of association, share classes with differing rights, pre-emptive rights, transfer restrictions, tag-along and drag-along rights, board composition and voting rules.

Securities and fundraising - Capital raises can trigger securities, prospectus and disclosure rules. Many early-stage financings use private placement exemptions and target qualified or professional investors to reduce regulatory burdens. When public solicitation is involved or when dealing with retail investors, prospectus and licensing requirements can apply. Financial intermediaries and banks will apply anti-money-laundering and KYC procedures to investments and payments.

Taxation - Swiss tax treatment for companies, founders and investors includes federal, cantonal and municipal taxes. Cantonal tax regimes vary - Graubunden may offer incentives or different tax rates than other cantons. Tax aspects that commonly matter for VC deals include treatment of capital gains, withholding tax implications, tax residency, VAT and potential tax rulings for stock-based compensation.

Employment and equity compensation - Employee share plans, restricted stock units and options must be designed to comply with employment law, social security and tax rules. Vesting schedules, change-of-control acceleration and treatment on termination require careful drafting.

Intellectual property - IP protection is critical for startups. Registration, ownership assignment, licensing and confidentiality obligations need to be secured early. Swiss Federal Institute of Intellectual Property rules and international filings may be relevant.

Regulation - Activities in regulated sectors - such as financial technology, healthcare, medical devices or broadcasting - can require specific licensing or supervision by Swiss regulators, including FINMA. Cross-border investments can trigger additional regulatory or foreign-investment reviews depending on the target business.

Frequently Asked Questions

What legal form should a startup in Chur adopt - AG or GmbH?

Both forms are common. An AG is often preferred for VC-backed startups because it supports share classes, easy transferability and a familiar structure for investors. AG requires a minimum share capital of CHF 100,000. A GmbH requires CHF 20,000 and can be simpler for small teams, but it can be harder to create multiple share classes and to transfer ownership. The choice depends on fundraising plans, tax considerations and governance preferences.

When should I involve a lawyer in fundraising?

Involve a lawyer as early as you begin negotiating a term sheet. Lawyers can advise on deal structure, investor protections, dilution, vesting, intellectual property ownership and regulatory compliance. Early legal input reduces negotiation time and helps avoid drafting mistakes that can be costly at later rounds or during due diligence.

What is typically included in a term sheet and shareholders agreement?

A term sheet sets out the headline economic and governance terms - valuation, amount invested, share type, liquidation preferences, board seats, pre-emptive and anti-dilution rights. The shareholders agreement and subscription documents then implement these terms in legally binding form and add details on transfer restrictions, exit mechanics, information rights, drag-along and tag-along clauses, protective matters and dispute resolution.

Are Swiss convertible notes or SAFEs commonly used?

Convertible instruments and simple agreements for future equity are used in Switzerland, but they must be drafted to reflect Swiss contract and corporate law. Common Swiss forms include convertible loans and agreements that convert into equity on a priced round. SAFEs exist but need careful adaptation to Swiss legal and tax rules, particularly regarding debt treatment and securities law implications.

What regulatory checks should I expect from investors and banks?

Investors and banks will conduct KYC and AML checks. Venture investors will also perform legal, financial, tax and IP due diligence. If the startup operates in a regulated sector, additional licensing checks by FINMA or sectoral regulators may occur. Cross-border investments may require checks on foreign investment rules or reporting obligations.

How are exits typically handled under Swiss law?

Exits occur through trade sales, secondary sales, IPOs or liquidation. The shareholders agreement should address drag-along and tag-along rights, pre-emptive rights and mechanisms for allocating proceeds. An IPO involves additional prospectus and disclosure duties and typically requires coordination with securities counsel and financial advisers.

What tax issues should founders and investors consider?

Key tax considerations include the treatment of founder shares, capital gains versus income characterization, withholding taxes on distributions, VAT and potential double taxation for cross-border investors. Cantonal tax regimes vary and can significantly affect net returns. Early tax planning is advisable.

Can foreign investors invest in a Chur-based startup?

Yes, foreign investors commonly invest in Swiss startups. Issues to consider include corporate approvals, tax residency, securities and exchange controls if any, and immigration or work-permit considerations for foreign founders or employees. Certain strategic sectors may face screening under national security rules.

What protections can founders negotiate for themselves?

Founders often negotiate vesting schedules with cliff periods, anti-dilution protections, reserved matters that require founder approval, and limitations on board removal. It is important to balance investor rights with founder incentives and to secure IP ownership and employment agreements that protect the company.

How much does legal help for a VC round in Chur typically cost and how long does it take?

Costs vary with deal complexity. Early-stage convertible financings are less expensive than full equity rounds that require extensive shareholders agreements and negotiations. Expect several thousand to tens of thousands of Swiss francs for standard rounds, and longer for cross-border or regulatory-heavy deals. Timelines range from a few weeks for simple seed financings to several months for larger series rounds or transactions with complex due diligence.

Additional Resources

Cantonal economic development office - Standortforderung Graubunden - can guide on local incentives, grants and business support. Swiss Innovation Agency - Innosuisse - supports innovation projects and can provide grant and coaching information. Swiss Financial Market Supervisory Authority - FINMA - provides rules for regulated financial activities. Swiss Federal Institute of Intellectual Property - IPI - offers guidance on patents, trademarks and IP registration. Cantonal tax authorities in Graubunden can advise on local tax rules and incentives. Industry associations such as the Swiss Private Equity and Corporate Finance Association can be useful for networking and market intel. Local university technology-transfer offices and regional incubators or coworking spaces in and around Chur can provide contacts and practical support for startups.

Next Steps

If you need legal assistance with venture capital matters in Chur, start by preparing a concise information pack - business plan, cap table, term sheet or proposal, key contracts and IP documentation. Look for a lawyer or law firm with experience in Swiss corporate and VC transactions, familiarity with Graubunden practice and an ability to coordinate tax and IP specialists where needed. Ask potential lawyers for relevant experience, sample engagements, references and clear fee estimates - including whether they charge flat fees for drafting or hourly rates for negotiations and due diligence. Schedule an initial consultation to discuss goals, timelines and the level of support you require. Early legal involvement will help you structure the deal efficiently, reduce risk and position your startup for successful fundraising and growth.