Corporate Law & Contract Law

Corporate Law

There are many corporate forms entrepreneurs may choose to conduct their business – from a sole proprietorship to a listed public limited company, a general partnership, a limited liability company or a LLP.

Our specialist lawyers are familiar with these structures and can guide you in forming, transforming or dissolving a company. In this context, numerous formalities are often required (notarial deeds, entries in the Trade Register), and it is useful to have a lawyer’s advice in order to make the right choices in line with your business objectives, as well as to avoid certain pitfalls. Except in sole proprietorships, it is also necessary to regulate the relationships between partners or shareholders, something for which expert advice is necessary, in order to create a sound basis for business development.

Finally, tax considerations often play a role in the choice of the form an entrepreneur may wish to adopt for conducting economic activities. We can fully assist you on these aspects.

In the course of its life, a business may have to change its legal form, especially as business develops. It may also be sold or transferred to other owners, for example through an acquisition or merger of companies or a transfer of assets and liabilities. The transfer may be a full transfer and may involve the entire business, or just part of it. Such transactions are generally complex, both legally and fiscally, and require specialist advice.

The end of a company’s life is characterised by its liquidation and the dissolution of its legal form, all of which again presupposes the conclusion of a number of very specific acts. Our specialist lawyers will advise you in these steps.

Already complex in itself business law and corporate restructuring law have to regularly be involved, in Switzerland and Geneva, in the globalisation of trade and foreign investments. Our specialist lawyers are accustomed to taking the international dimension of business law into consideration in all the steps described above.

An increasingly important topic at present is good corporate governance (internal balance of power, responsibility towards external stakeholders). These concerns are not limited to the area of commercial companies, but also concern foundations and associations. The Firm advises various organisations on improving their legal and institutional governance.

Contract Law

In today’s globalized business world, the drafting of a contract, especially when the parties are not subject to the same national law, can be a difficult task and may require the advice of a specialised lawyer.

What type of contract should be envisaged? What safeguards should be built into the contract to ensure the parties’ compliance? What rules should be adopted in order to be able to terminate the contract, if necessary, while limiting damages? What law should the contract fall under? Which legal forum should be selected? etc. There are numerous aspects to this issue.

Knowing that a comprehensive, precise and balanced contract greatly reduces litigation risks, taking the time necessary at the beginning of a business relationship to ensure, with the help of a lawyer specialising in contract law, that you have a suitable contract is undoubtedly a good investment.

Our specialists are at your disposal to provide you with personalised assistance in the negotiation and drafting of all types of national and international contracts (agency, lease, brokerage, distribution, donation, business, license, mandate, loan, transport, work, sale, etc.), as well as to provide you support in their execution and settle any possible dispute that may arise.

Debt Collection

Whether as an individual or as a company, we all face situations in which a third party owes us money or we may owe it to a third party in the course of our business relationships.

Our debt collection specialists will be able to advise you on the best way to obtain the payment of due amounts from debtors, who may be solvent or insolvent – through an amicable agreement, seizure proceedings, bankruptcy proceedings, bank arrest or the sequestration of your debtor’s other assets in Switzerland or abroad.

They can provide you support through all the phases of these technical procedures (order to pay, opposition proceedings, petition to continue prosecution, notice of seizure, bankruptcy requisition, state of collocation, requisition for sale, loss certificate, etc.) in which numerous time limits apply, whether before prosecution and bankruptcy offices, the supervisory authority in matters of prosecution and bankruptcy or before civil courts.

Our law firm regularly acts for creditor companies having their registered office abroad, who wish to recover a debt owed by a debtor in Switzerland, on the basis either of a contract, or a foreign ruling or an arbitral award that has become enforceable. With the assistance of our foreign correspondent law firms, we also assist our Swiss clients who need to collect a debt from a client of theirs that may have its registered office or domicile abroad.

Unjustified Debt Enforcements

The lawyers in charge of debt collection also defend your rights when an individual or a company claims to be your creditor, even though the debt has already been paid back or does not exist. The defence in these cases may be put forward even before a debt enforcement can be filed against you or when an unjustified debt enforcement proceedings may already be underway. Depending on the situation, we can also pursue criminal proceedings against a creditor who sues you in a manifestly abusive manner (duress).

Bankruptcies and Insolvency Proceedings

It is not easy for shareholders, directors or creditors of a company to apprehend the situation when a company is going bankrupt. Over-indebtedness sometimes occurs very quickly, without any real forewarning. It is therefore necessary to be extremely vigilant with regard to possible warning signs, which is not always easy when you are expanding an existing company or launching a start-up.

Our bankruptcy and insolvency proceedings specialists are regularly consulted by companies facing financial difficulties that wish to protect themselves from their creditors or reorganise their debt. The main avenues available are the deferment of bankruptcy or a debt-restructuring moratorium, which will probably be increasingly used in the future, given the tense economic context. Our lawyers also intervene in the judicial or extra-judicial liquidation of companies, either as counsel to a company’s creditors or as debt-restructuring moratorium administrators, appointed by the competent courts.

Lawyers to contact