Best Venture Capital Lawyers in Dornach

About Venture Capital Law in Dornach, Switzerland

Venture capital in Dornach operates within the Swiss legal and regulatory framework, with company formations and transactions registered at the Solothurn cantonal commercial registry. Dornach sits in the Basel economic area, and local startups often work with investors from across Switzerland and the EU. Most VC deals are structured under Swiss federal law, particularly the Swiss Code of Obligations, with practical processes handled locally through Solothurn notaries, banks, and the commercial register.

Early stage companies typically use the GmbH or AG company forms, with financing rounds executed via equity subscriptions, convertible loans, or structured seed instruments. The 2023 corporate law reforms in Switzerland introduced more flexibility for share capital, distributions, and corporate governance, which has streamlined many venture financing mechanics. VC funds investing in Swiss targets can be domestic or foreign and must observe Swiss rules on corporate actions, AML checks, and where applicable financial regulation under FinIA and CISA.

Why You May Need a Lawyer

Term sheet negotiation - A lawyer helps align economics and control provisions with market practice, ensures clear non-binding versus binding clauses, and anticipates regulatory and tax impacts.

Company setup and restructuring - Choosing between GmbH and AG, drafting articles, shareholder agreements, and setting up board and governance can have long term effects on future financing and exits.

Equity rounds and convertibles - Subscription agreements, liquidation preferences, anti dilution protections, vesting, and information rights must be precisely drafted to avoid disputes and protect founders and investors.

Employee participation plans - Designing option or RSU plans to fit Swiss employment and tax rules is key to attracting talent while managing cost and compliance.

Regulatory and licensing checks - Fund managers and certain structures may require authorization under FinIA or CISA, while AML requirements can apply depending on the activity and counterparties.

IP and data protection - Assignments of IP from founders and contractors, confidentiality, and compliance with the revised Federal Act on Data Protection are central to due diligence and valuation.

Tax planning - Swiss federal and Solothurn cantonal tax rules impact financing structure, exit proceeds, withholding tax, and stamp duty. Early tax input can avoid costly surprises.

Cross border issues - Foreign investors may need guidance on currency, signing and closing logistics, KYC expectations, and recognition of dispute resolution clauses in Switzerland.

Local Laws Overview

Corporate forms - Startups commonly choose a GmbH with a minimum fully paid in capital or an AG with higher minimum capital and more flexible share mechanics. The 2023 reforms allow greater flexibility for interim dividends, capital in select foreign currencies, and the capital band tool when properly authorized in the articles.

Commercial registry and notarization - Incorporations, share capital increases, and amendments to articles must be notarized in the canton of the company seat. Dornach companies register with the Handelsregisteramt Kanton Solothurn. Bank capital confirmation and notarial deeds are standard for equity rounds.

Share capital and instruments - Registered shares are standard. Transfer restrictions and pre emptive rights are governed by the articles and the Code of Obligations. Convertible loans and Swiss style SAFE instruments are widely used though not codified, and should be drafted to avoid requalification risks under tax and regulatory rules.

Shareholder agreements - These are enforceable under Swiss contract law. Common clauses include board composition, veto rights, vesting with good leaver and bad leaver rules, information rights, anti dilution, drag along and tag along. Care is needed to align the contract with the articles to ensure corporate enforceability.

Employee participation - Swiss law allows options, RSUs, and restricted shares. Employment and tax rules determine when income is taxed and whether social security applies. Repurchase or forfeiture structures must be carefully drafted to be enforceable and not abusive.

Regulatory framework - Fund managers and collective investment schemes are governed by FinIA and CISA and supervised by FINMA. Many direct VC investments at the portfolio level are not themselves regulated, but AML rules, KYC by banks, and sanctions screening still apply.

Data protection - The revised Federal Act on Data Protection applies to startups and investors processing personal data. Privacy notices, processor agreements, and cross border transfer mechanisms are common diligence points in VC deals.

Competition law and merger control - Swiss merger control under the Cartel Act is turnover based. Most venture rounds do not trigger filings, but acquisitions of larger targets may require assessment.

Tax environment - Switzerland offers a competitive combined federal and cantonal corporate tax rate, with Solothurn rates in a mid teens range depending on the municipality. Key items include 35 percent withholding tax on dividends with treaty or notification relief, participation exemption for qualifying shareholdings, the capital contribution principle for tax free repayments of qualifying reserves, and 1 percent issuance stamp duty on equity contributions above the lifetime exemption threshold. Advance tax rulings are common.

Beneficial owner transparency - Non listed Swiss companies must maintain records of shareholders and beneficial owners crossing statutory thresholds. Reporting is to the company and is not public. Sanctions apply for non compliance.

Frequently Asked Questions

What company form is best for a VC backed startup in Dornach

Both GmbH and AG are possible. An AG is often preferred for larger rounds because it offers flexible share classes, easier share transfers, and a familiar structure for institutional investors. A GmbH can work at seed stage and can later be converted to an AG.

Do term sheets need to be notarized in Switzerland

No. Term sheets are usually non binding except for select clauses like confidentiality, exclusivity, and costs. The definitive agreements and any changes to articles or share capital are the documents that may require notarization and registration.

Are liquidation preferences and anti dilution enforceable under Swiss law

Yes when clearly drafted. Preference waterfalls and anti dilution formulas are typically set out in the shareholder agreement and mirrored as needed in the articles. Ensure consistency between the two to avoid enforceability issues against the company.

Can Dornach companies issue share capital in a foreign currency

Since the 2023 reforms, Swiss companies can in certain cases set their share capital in a foreign currency such as EUR or USD if they keep their accounts in that currency and meet legal requirements. Discuss feasibility with your notary and auditor before deciding.

How are employee stock options taxed in Solothurn

Tax follows federal guidance applied at the cantonal level. Non tradable options are typically taxed at exercise, while tradable instruments may be taxed earlier. Social security may apply. Employers should provide clear grant documentation and obtain tax advice or a ruling where appropriate.

Do I need FINMA authorization to invest as a VC in Switzerland

Direct investments made by a corporate or partnership investor generally do not require authorization. Managing third party assets or operating a collective investment scheme can trigger licenses under FinIA or CISA. Always assess the structure and activities before fundraising or management.

What due diligence do investors expect in Dornach

Standard Swiss VC diligence includes corporate records, cap table, IP ownership and assignments, key contracts, data protection compliance, litigation checks, regulatory issues, and financials. Founders should prepare a clean data room and ensure IP assignments from founders and contractors are signed.

Will my financing trigger Swiss merger control

Venture rounds rarely meet turnover thresholds. However, acquisitions of companies with significant Swiss or global revenues may require analysis. If in doubt, obtain a short form assessment before signing.

Are convertible loans and SAFEs common and how are they treated

They are common at pre seed and seed. Terms should cover conversion mechanics, valuation cap, discount, interest, maturity, and treatment on a sale or insolvency. Care is needed to avoid unintended requalification as deposits or bonds and to manage tax and stamp duty on conversion.

Can closings be done remotely with a Solothurn notary

Many steps can be handled remotely, but notarized deeds often require in person identification and wet ink signatures depending on the notary. Plan timelines and signings early, especially for capital increases and article amendments.

Additional Resources

- Handelsregisteramt Kanton Solothurn - Commercial registry for incorporations and capital changes for companies seated in Dornach.

- Notariat des Kantons Solothurn - Cantonal notaries for incorporations, capital increases, and amendments to articles.

- Steuerverwaltung Kanton Solothurn - Cantonal tax authority for corporate tax, withholding tax procedures, and rulings.

- Eidgenössische Steuerverwaltung - Federal Tax Administration for federal tax, withholding tax, and stamp duty guidance.

- Eidgenössische Finanzmarktaufsicht FINMA - Supervisor for financial institutions, asset managers, and collective investment schemes.

- Innosuisse - Swiss Innovation Agency offering training, coaching, and support for startups.

- SECA - Swiss Private Equity and Corporate Finance Association for market practice and industry contacts.

- Basel Area Business and Innovation - Regional organization supporting startups near Dornach with programs and networks.

- Swiss Arbitration Centre - Resources on arbitration which is commonly chosen as a dispute forum in shareholder agreements.

- Office for Economy and Labour of the Canton of Solothurn - Cantonal body for economic development and business support.

Next Steps

Clarify your goals - Define the target raise, timing, investor profile, and your preferred control and governance outcomes.

Engage local counsel - Select a lawyer familiar with Swiss venture deals and the Solothurn registry process to coordinate corporate, regulatory, and tax workstreams.

Prepare your data room - Organize articles, shareholder agreements, cap table, IP assignments, key contracts, financials, and data protection documentation.

Choose the structure - Decide between equity, convertible instruments, or a mix, and align the approach with tax and regulatory considerations.

Draft and negotiate - Move from term sheet to definitive agreements, align shareholder agreement with articles, and finalize ESOP terms.

Plan notarization and filings - Book the Solothurn notary, arrange bank capital confirmations, and coordinate registry submissions and timing.

Address tax and accounting - Seek cantonal or federal tax rulings if needed, set up proper accounting for new instruments, and plan for withholding tax and stamp duty implications.

Post closing compliance - Update share registers and beneficial owner records, issue share certificates if used, roll out ESOP grants, and calendar investor reporting obligations.

If you need tailored advice, contact a Swiss venture capital lawyer with experience in Solothurn filings and Basel area practice. An initial scoping call can quickly identify the right path forward for your financing or investment.