Corporate Law

Whether formation, restructuring or succession planning — we support companies and entrepreneurs in all corporate law matters. Pragmatic, entrepreneurially minded and legally sound.

Request a consultation +41 71 511 45 05 info@steurifisch.ch

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What we do for you.

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Formation and Choice of Legal Form

Companies limited by shares (AG), limited liability companies (GmbH), associations and foundations — advice on the suitable legal form and support through to registration in the commercial register.

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Restructuring

Mergers, demergers, conversions and seat transfers under the Swiss Merger Act.

Transactions (M&A)

Support for company acquisitions and disposals, due diligence and contract negotiations.

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Corporate Governance

Articles of association, organisational regulations, board resolutions and shareholder agreements.

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SME Advice

Ongoing legal support for SMEs — from contracts and shareholder matters to employment law.

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Business Succession

Business succession within the family or to third parties — considered from a corporate, inheritance and tax law perspective.

Corporate Law for Companies and Business Families

Corporate law decisions shape a company for years: the choice of legal form, the design of the articles of association, the relationship between the parties involved. We advise companies, boards of directors and business families in all phases — from formation through growth and restructuring to succession. We think along entrepreneurially and look for solutions that work in day-to-day business.

Formation and Choice of Legal Form

The first question is the suitable legal form. The company limited by shares (Art. 620 et seq. CO) requires share capital of at least CHF 100,000, the limited liability company (Art. 772 et seq. CO) nominal capital of at least CHF 20,000; depending on the purpose, an association, a foundation or a partnership may also be an option. The deed of incorporation of an AG or GmbH must be executed as a public deed (Art. 629 and Art. 777 CO). As a firm with its own notarial practice, we handle formations from a single source: advice, articles of association, notarisation and registration in the commercial register.

Restructuring under the Merger Act

When a company grows or circumstances change, the question of the right structure arises. The Swiss Merger Act governs mergers, demergers, conversions and transfers of assets. We plan such projects legally and coordinate them with the tax framework — so that the new structure holds and does not trigger unexpected consequences.

Buying and Selling Companies

When buying or selling a company, we accompany you through the entire process: preparation, due diligence, contract negotiation, signing and closing. We pay attention to balanced contract terms, in particular regarding warranties, purchase price mechanisms and non-compete arrangements.

Corporate Governance and Ongoing Support

Clear internal rules prevent conflicts. We draft and revise articles of association, organisational regulations and shareholders' agreements, prepare general meetings and board resolutions, and serve SMEs as an ongoing legal point of contact — from contract questions to employment law.

Business Succession

Handing over a company is more than a purchase agreement. Successions within the family, management buy-outs and sales to third parties regularly involve inheritance and tax law in addition to corporate law. We develop succession solutions that bring all three levels together — planned early and properly documented.

Rooted in Eastern Switzerland

We advise you at our offices in Wil SG (head office, Villa India), Zurich, Teufen AR and Gossau SG. Many of our mandates come from SMEs and business families in the region — we know the local authorities, commercial registers and market conditions.

Your contact persons.

Fabian Steuri

Partner · M.A. HSG — Attorney at Law and Public Notary · Certified Specialist SBA Inheritance Law

+41 71 511 45 05 f.steuri@steurifisch.ch

Wayne Hess

MLaw UZH — Attorney at Law and Public Notary

+41 71 511 45 05 w.hess@steurifisch.ch

Raphael Fisch

Partner · MLaw & BA phil. — Attorney at Law and Public Notary

+41 71 511 45 05 r.fisch@steurifisch.ch

Book an appointment +41 71 511 45 05 info@steurifisch.ch

Frequently asked questions.

AG or GmbH — which legal form is the right one?

The choice depends, among other things, on capital requirements, liability, anonymity and the number of parties involved. An AG requires share capital of at least CHF 100,000 (Art. 621 CO), a GmbH nominal capital of at least CHF 20,000 (Art. 773 CO). We assess your situation and recommend the legal form that fits your project.

Does forming an AG or GmbH require a notarial deed?

Yes, the deed of incorporation of an AG (Art. 629 CO) and a GmbH (Art. 777 CO) must be executed as a public deed. As a firm with its own notarial practice, we handle formations from the choice of legal form through notarisation to registration in the commercial register.

What should be considered in a business succession?

Succession should be planned early and take corporate, inheritance and tax law aspects into account as a whole. Depending on the situation, a sale to third parties, a management buy-out or a transfer within the family may be suitable. We develop a solution with you that is legally sound and economically sensible.

How does an M&A transaction proceed?

A transaction typically involves preparation and valuation, due diligence, contract negotiation, signing and closing. We guide you through all phases, coordinate the parties involved and ensure balanced contract terms.

What is a shareholders' agreement for?

A shareholders' agreement governs the rights and obligations of shareholders among themselves, such as rights of first refusal, voting agreements or exit rules. It supplements the articles of association and prevents conflicts before they arise. For SMEs with several shareholders it is a key instrument.

What does advice on corporate law cost?

In an initial consultation we clarify your situation, the approach and the costs to be expected. You receive a transparent offer before any fees are incurred. The effort depends on the scope and complexity of your project.

How long does a company formation take?

Once the articles, proof of capital and governing bodies are ready, the formation with public notarisation is completed in a single appointment. Registration in the commercial register usually follows within one to two weeks; the company can then act.

What does a formation cost including the notary?

The costs comprise the notarial fee under the cantonal tariff, the commercial register fee, the bank's capital deposit account and our advisory time. For standard formations we offer a flat fee — ask about it in the initial consultation.