Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Tavannes is a small municipality in the Jura Bernois region of the canton of Bern. It is not a major financial centre, so most venture capital activity affecting Tavannes-based founders or companies will be driven by regional and national players based in Bern, Biel/Bienne, Lausanne or Zurich. Swiss corporate and financial law applies uniformly, with some cantonal differences for tax and administrative procedures. Venture capital transactions in or involving Tavannes generally follow Swiss company law principles, financial-market regulation when relevant, and standard international venture practices adapted to Swiss legal structures.
Venture capital transactions involve legal risks and technical steps that benefit from specialist advice. Common situations where you should consult a lawyer include:
- Preparing for fundraising - structuring the company, cap table cleanup and documentation before investor meetings.
- Negotiating and drafting term sheets, shareholders agreements, subscription agreements and investment documents.
- Choosing the right corporate form and capital structure - typically a stock corporation - and understanding governance rules.
- Drafting employee equity plans, option agreements and restrictive covenants to retain talent and align incentives.
- Protecting intellectual property and transferring or licensing rights in a way that satisfies investors.
- Handling regulatory and compliance issues - for example know-your-customer requirements, potential licensing or financial regulation if the business operates in a regulated sector.
- Advising on tax structure and anticipating cantonal and federal tax consequences of equity grants, exits and reorganizations.
- Managing cross-border investment, foreign investor requirements and transfer of funds across jurisdictions.
- Conducting or responding to due diligence, and resolving disputes among founders, investors or third parties.
Key legal frameworks and local considerations relevant to venture capital in Tavannes include:
- Company Law - Swiss Code of Obligations regulates the most common corporate forms: Aktiengesellschaft (AG, stock corporation) and Gesellschaft mit beschränkter Haftung (GmbH, limited liability company). AGs are preferred for venture-backed businesses because of share transferability and governance features.
- Corporate Governance - statutory rules set minimum requirements for boards, shareholders meetings and corporate officers. Shareholders agreements are commonly used for additional investor protections, drag-along and tag-along rights, and vetoes for material actions.
- Securities and Financial Regulation - most private venture financings are structured as private placements and do not trigger public prospectus requirements. However, if a fundraising is public or targets the general public, prospectus and disclosure rules apply. FINMA supervision may be triggered in cases involving collective investment schemes, public offerings or crypto-assets, depending on the business model.
- Contract Law - Switzerland offers strong contractual freedom within mandatory legal limits. Investment agreements, shareholder agreements, convertible loan notes and option plans are enforceable under Swiss contract law.
- Taxation - Swiss federal and cantonal taxes affect startups, investors and exits. Corporate income tax, cantonal tax regimes and federal tax rules apply. Individual capital gains for private persons may be tax-exempt in some cases, while corporate gains are taxed. Cantonal incentives and rulings can materially affect the economics of an investment.
- Employment and Social Security - Swiss employment law and social-security obligations influence equity compensation, employee terminations and mobility. Proper documentation of stock-option plans and social-security reporting is essential.
- Intellectual Property - national IP rules and registration with the Swiss Federal Institute of Intellectual Property protect patents, trademarks and designs. Proper ownership and assignment of IP rights to the company is a key diligence item.
- Insolvency and Restructuring - Swiss insolvency law sets out creditor priorities and directors duties in distressed situations. Investors should be aware of liquidation preference mechanics and the risks of insolvency.
- Local Administrative Matters - company registration with the cantonal commercial register, local tax registrations, and engagement with municipal or cantonal economic development offices are typical administrative steps for Tavannes businesses.
Yes. Investors will evaluate the business model, team, market and growth potential rather than the exact town of registration. Because Tavannes is small, many startups seek investors and support in nearby regional hubs such as Biel/Bienne, Bern and Lausanne. Ensure your legal and tax setup is clear and that corporate governance and IP ownership are well documented before approaching investors.
Most venture-backed companies in Switzerland use the Aktiengesellschaft (AG) because it offers share capital structure, easier transferability of shares and a familiar form for investors. A GmbH can work for smaller ventures but is less flexible for typical VC features such as multiple share classes and complex exit mechanics. Discuss the choice with legal counsel considering cost, governance and taxation.
A term sheet sets out the main economic and governance terms of an investment - valuation, amount, option pool, board composition, liquidation preferences and key conditions. Whether a term sheet is binding depends on its wording. Often economic terms are non-binding while certain provisions such as confidentiality and exclusivity are made binding. A lawyer will help you draft the term sheet to reflect intentions and limit unwanted legal obligations.
Convertible loan notes and convertible instruments are commonly used. SAFEs have been used less widely but can be adapted. Swiss law supports these instruments, but taxation and company-law effects should be carefully analyzed. Convertible instruments can raise issues during subsequent priced equity rounds, so a lawyer should review their terms and interaction with Swiss rules.
Investors typically seek protections such as board seats or observer rights, information and inspection rights, anti-dilution provisions, drag-along and tag-along rights, veto rights for major corporate actions, and liquidation preferences. Founders should balance investor protections with the companys need for operational flexibility. A shareholders agreement is the usual vehicle to implement these protections.
Equity compensation is implemented through option plans or restricted shares. Swiss practice includes employee participation plans, with vesting schedules and leaver provisions. Tax and social-security consequences vary depending on the plan design and timing of exercise. Legal and tax advice is important to avoid unexpected liabilities for employees.
Possibly. Activities such as banking, securities trading, collective investment management, or payment services can fall under FINMA supervision. Crypto-assets may be regulated depending on their classification. Early legal analysis of the business model is essential to determine whether licensing or registration is required.
Startups face corporate income tax at the federal and cantonal levels, and cantonal rates vary. Capital gains tax treatment depends on whether gains are realized by corporate entities or private persons. Payroll taxes, social contributions and VAT may also apply. For exits, tax on proceeds and withholding implications for foreign investors must be considered. A tax advisor familiar with Bern cantonal rules should be engaged early.
Timelines vary. A seed-stage convertible financing can close in a few weeks if the parties are ready. A series A with full legal documentation and due diligence commonly takes 6 to 12 weeks depending on complexity. Cross-border investments, regulatory checks or complex IP issues can extend that timeline.
Costs vary by complexity and counsel experience. Hourly rates for experienced Swiss lawyers commonly range widely. Some firms offer fixed-fee packages for standard documents or packages for start-up formation and basic fundraising. Expect higher fees for negotiation of bespoke investor agreements, regulatory advice or cross-border structuring. Ask potential firms for an engagement estimate and scope before starting.
Helpful organisations and bodies for venture capital matters in Switzerland and the canton of Bern include:
- FINMA - Swiss Financial Market Supervisory Authority for questions on financial regulation.
- State Secretariat for Economic Affairs (SECO) - general economic policy and support information.
- Innosuisse - Swiss Innovation Agency, which supports startups and can provide coaching and grants.
- Swiss Private Equity and Corporate Finance Association (SECA) - industry association for private equity and venture capital.
- Swiss Federal Tax Administration and the Cantonal Tax Office of Bern - for tax guidance and rulings.
- Swiss Federal Institute of Intellectual Property - for IP registration and protection.
- Cantonal and regional economic development offices - including the Bern department for economic affairs and local Jura Bernois business promotion bodies - for local support and introductions.
- Local notaries, accountants and law firms experienced in Swiss venture capital and corporate law - for practical transaction and compliance work.
If you need legal assistance for a venture capital matter in Tavannes, consider the following steps:
- Prepare basic materials - executive summary, cap table, existing corporate documents, major contracts and IP records.
- Identify the immediate objective - seed raise, series financing, restructure, employee plan or regulatory advice - to target the right specialist.
- Engage a lawyer or firm with Swiss venture capital experience - ideally with knowledge of canton Bern procedures and local tax practice.
- Ask for an initial consultation and a clear engagement letter describing scope, fees and timelines - this helps control costs and expectations.
- Coordinate early with a tax advisor and, if relevant, an IP advisor to address cross-functional issues before investor due diligence.
- Use local economic development and innovation support organisations for non-legal assistance such as introductions, grants and mentoring.
Working with experienced counsel early increases the odds of a smooth fundraising process and helps avoid legal and tax surprises that can jeopardise deals or value creation.
