Best Venture Capital Lawyers in Dornach

About Venture Capital Law in Dornach, Switzerland

Dornach sits in the canton of Solothurn, and venture capital activity there is governed primarily by Swiss federal law with some cantonal procedural and tax particularities. Most venture capital transactions in Dornach follow Swiss market standards and are documented in English, while filings and notarial acts are handled in German at the Solothurn authorities. Startups commonly use a Swiss stock corporation, called an AG or SA, or a limited liability company, called a GmbH or Sarl. Investors look for clear governance, protection rights, and exit pathways. Local execution in Dornach typically involves a notary and the Commercial Registry of the canton of Solothurn for incorporations and capital changes, while regulatory topics such as financial services and fund rules fall under national legislation and supervision by FINMA.

Why You May Need a Lawyer

Venture capital work blends corporate, regulatory, tax, employment, data protection, and intellectual property law. You may need a lawyer to structure a financing, draft and negotiate a term sheet and definitive agreements, create multiple share classes with preferences, set up an employee participation plan, and align the cap table with investor expectations. Legal support is also important for convertible loans or SAFE-style instruments, which require careful Swiss law tailoring.

Founders often seek counsel on regulatory questions when raising funds, such as whether a prospectus is required under Swiss financial services rules or whether the fundraising triggers anti-money laundering duties. Investors and funds seek help with due diligence on IP ownership, data protection compliance, employment contracts and non-competes, and with tax planning for exits. Dornach-based companies also use counsel for notarial share capital increases, registry filings, and to navigate cantonal procedures and potential incentives.

Local Laws Overview

Corporate forms and equity structure. Swiss startups usually choose an AG for institutional-grade governance and flexibility. The Swiss Code of Obligations allows preference shares, multiple share classes, voting and transfer restrictions, and non-voting participation certificates. A major corporate law reform in 2023 introduced helpful tools such as a capital band that permits the board to increase or decrease share capital within set limits for a defined period, interim dividends, and foreign currency share capital for certain companies. Many changes in share capital require a public notary and registration in the Solothurn Commercial Register.

Shareholder agreements. Swiss law recognizes shareholder agreements with customary rights such as pre-emption, rights of first refusal, drag-along, tag-along, anti-dilution, information rights, reserved matters, and board composition. To be enforceable against third parties, certain transfer restrictions should be mirrored in the articles of association.

Convertible instruments and SAFE-style notes. Switzerland has no statutory SAFE. Market practice uses convertible loan agreements adapted to Swiss law. Care is needed to avoid unintended reclassification under banking or tax rules. Clauses on qualified subordination, minimum maturity, interest terms, and the number and type of lenders are used to mitigate deposit-taking and withholding tax risks. Always obtain Swiss counsel review before using foreign templates.

Financial services and funds regulation. The Swiss Financial Services Act and Financial Institutions Act set conduct, licensing, and prospectus obligations. The Collective Investment Schemes Act governs Swiss fund vehicles. A public offer of securities typically requires a FinSA prospectus unless an exemption applies, for example offers only to professional clients, offers to fewer than 500 investors, a minimum investment per investor, a high denomination per security, or a small total offer size within a 12-month period. Swiss VC funds often rely on qualified investor-only placements and may structure as non-Swiss funds. Swiss limited partnerships for collective investment are possible but require FINMA supervision.

Anti-money laundering. The Anti-Money Laundering Act applies to financial intermediaries, including certain asset managers and placement agents. KYC, source-of-funds checks, and documentation may be required depending on the fundraising setup. Startups raising directly from a small number of professional investors generally keep processes lean but should still document investor identity and funds flow.

Data protection. The new Federal Act on Data Protection, effective 2023, imposes duties around transparency, data minimization, data subject rights, DPIAs for high-risk processing, and cross-border transfer safeguards. Venture investors expect privacy compliance to be in place or remediated during diligence, especially where the product processes personal data.

Employment and incentive plans. Swiss employment law is relatively flexible but contains mandatory protections. Employee participation is common. Equity and options are governed by corporate documents and taxed according to federal guidance, including circulars on employee participations. Proper grant documentation, vesting, leaver provisions, and valuation support are important for tax and investor readiness.

Tax considerations. Equity issuances above statutory thresholds can trigger issuance stamp duty. Dividends are subject to withholding tax with potential relief for qualifying shareholders. Interest on certain debt could attract withholding if classified as a bond or similar instrument. Many cantons, including Solothurn, offer startup-friendly practices and the possibility of tax rulings for employee plans or reorganizations. Always align the financing structure and ESOP with Swiss tax rules before signing.

Competition and foreign investment. Swiss merger control applies based on turnover thresholds, which early-stage deals usually do not meet. Switzerland currently has no general foreign direct investment screening for typical VC deals. Sectoral approvals can apply in regulated industries such as financial services and health.

Public bodies and procedures in Solothurn. Notarizations for incorporations and capital changes are performed by a public notary. Filings go to the Solothurn Commercial Registry. Startups can approach the cantonal economic development office for guidance on local programs and practicalities such as site selection and introductions.

Frequently Asked Questions

Which company form is best for a VC-backed startup in Dornach

An AG is usually preferred because it provides flexible share capital, institutional governance, and easier issuance of multiple share classes with preferences. A GmbH can work at the seed stage but often converts to an AG before a priced VC round.

Can I use a SAFE in Switzerland

There is no statutory SAFE under Swiss law. Many deals use Swiss law convertible loan agreements with conversion mechanics similar to a SAFE. The terms must be adapted to avoid banking and tax pitfalls, and to align with Swiss corporate mechanics and notarial requirements.

Do I need a prospectus to raise money

A public offer of securities can trigger a FinSA prospectus. Many startup rounds rely on exemptions, for example offers limited to professional clients or offers under certain size and investor-count thresholds. Your lawyer will confirm if an exemption applies and whether a basic information document is needed for some investors.

How are liquidation preferences and anti-dilution handled

They are set in the investment agreements and reflected in the articles if they affect share rights. Liquidation preferences are usually non-participating at a 1x multiple in early rounds. Anti-dilution is often weighted average. The exact mechanics, including conversion caps and pay-to-play, are negotiated and documented carefully.

What filings are required for a financing in Dornach

Share capital increases, creation of new share classes, and changes to articles require a notarial deed and registration with the Solothurn Commercial Registry. Convertible loan conversions into equity also involve notarial and registry steps. Shareholder agreements are private documents and are not filed.

Can foreign investors participate without restrictions

Yes for most sectors. There is currently no broad foreign investment screening for typical VC deals. Sector-specific rules can apply, and standard AML and KYC checks will be expected.

Is English acceptable in documents

Most deal documents are in English. Notarial deeds, articles, and registry filings in Solothurn are in German. Bilingual or German summaries are sometimes used for registry purposes. Your counsel will prepare registry-compliant versions.

How do employee option plans work in Switzerland

Options and restricted shares are granted under a plan approved by the board or shareholders. Vesting and leaver rules are standard. Taxation depends on the instrument and valuation at grant or exercise. A Swiss valuation and a tax ruling are often obtained to give employees and the company certainty.

Are convertible loans treated as deposits requiring a banking license

They can be if structured incorrectly. Swiss practice uses qualified subordination, minimum terms, limited lender numbers, and clear conversion features to avoid deposit-taking or bond classification issues. Always have Swiss counsel vet the instrument.

What due diligence will investors perform

Common diligence includes cap table and corporate records, IP assignments and licenses, data protection compliance, key customer and supplier contracts, employment agreements and ESOP, regulatory permits, and basic tax and financials. Organizing a clear data room in advance speeds up the process.

Additional Resources

FINMA, the Swiss financial markets supervisor, publishes guidance on licensing and financial services obligations relevant to placements and fund managers.

The Commercial Registry of the Canton of Solothurn handles company incorporations, capital increases, and amendments to articles.

The Notary services in the canton of Solothurn provide notarizations required for AG incorporations and capital changes.

The Office of Economy and Labour of the Canton of Solothurn and the cantonal economic development agency can advise on local programs and practical matters for startups in Dornach.

SECO, the State Secretariat for Economic Affairs, offers federal guidance for businesses and founders.

SIF, the State Secretariat for International Finance, provides information on Swiss financial market policy that can impact fundraising.

Innosuisse, the Swiss Innovation Agency, supports startups with coaching and innovation projects that can complement venture funding.

SECA, the Swiss Private Equity and Corporate Finance Association, publishes market standards and insights for venture capital transactions.

Switzerland Global Enterprise and Venturelab offer training, investor connections, and go-to-market support for Swiss startups.

The Swiss Federal Tax Administration provides circulars and practice notes on employee participation taxation and stamp duties.

Next Steps

Clarify your objectives and constraints. Decide on the target round size, timing, investor profile, and whether to use a priced equity round or a convertible instrument. Agree on core founder alignment topics such as vesting and governance before approaching investors.

Prepare your company for diligence. Clean up the cap table, ensure IP assignments from all founders and contractors, organize employment agreements, and document data protection compliance. Set up a concise data room with key corporate and commercial documents.

Engage local counsel early. Choose a lawyer experienced in Swiss venture deals, familiar with Solothurn procedures and notaries. Ask for a scope and fee estimate covering term sheet, investment documents, notarial work, registry filings, and ESOP setup.

Structure the instrument correctly. If using a convertible loan or SAFE-style note, have counsel adapt it to Swiss law to manage banking, tax, and corporate constraints. For equity rounds, align articles of association and shareholder agreements with agreed preferences and investor rights.

Plan regulatory and tax steps. Confirm if a prospectus exemption applies, allocate AML and KYC tasks, and consider tax rulings for an ESOP or reorganizations. Align cash flows and closing mechanics with notary and registry timing in Solothurn.

Execute and follow through. Coordinate notarization, filings, and post-closing tasks such as share register updates, board resignations or appointments, and employee option grants. Maintain good corporate housekeeping to be ready for the next round or an exit.

This guide is general information, not legal advice. For tailored assistance in Dornach and the canton of Solothurn, consult a Swiss venture capital lawyer.