Corporate law governs the key decisions of a company, from its incorporation to its transfer. It specifically covers shareholder structure, governance organization, financing operations, restructurings, and transactions.
In our view, it represents one of the pillars of a project, essential for its successful execution.
Therefore, a precise and appropriate legal structure is essential to the stability of the company, the protection of the interests of partners and managers, and the control of legal and economic risks.
The lawyers at Sentinel Legal have been assisting their clients for years in Geneva, Switzerland, and France (EU) with the structuring, development, and securing of their corporate activities, particularly regarding company formation and governance, commercial contracts, capital transactions, financing, mergers and acquisitions, and corporate litigation.
50/50 or 51/49, what your shareholders’ agreement really changes
Selling or buying a restaurant in Geneva, what the price doesn’t settle
In-depth knowledge of best practices in governance and financial operations
Legal advice designed as a genuine decision-making tool, incorporating operational and financial constraints
Ability to identify and deal with sensitive situations in advance, drawing on experience gained
Minimum capital is CHF 100,000 for a SA, of which 50,000 paid in, and CHF 20,000 for a Sàrl. A Sàrl makes members visible in the commercial register and makes share transfers heavier; a SA keeps shareholders anonymous and eases the entry of investors. The right choice depends on who joins the capital within three years, not only on the starting capital.
As soon as there are two shareholders, yes. The articles of association do not deal with the exit of a partner, the fate of a departing founder’s shares or decisions that require unanimity. The shareholders’ agreement sets pre-emption, tag-along and drag-along rights, good and bad leaver clauses and the valuation method.
Through a capital increase, a convertible loan or a SAFE-type instrument adapted to Swiss law. Each route has effects on dilution, governance and tax. We prepare the term sheet, the amended articles, the investment agreement and the shareholders’ agreement, and negotiate with investors.
A board member is liable for damage caused by a breach of duty (art. 754 CO), in particular where over-indebtedness is not notified to the court (art. 725b CO). The risk is real for directors of companies in difficulty and for those who sit without following the accounts. We advise boards and defend directors who are called to account.
Swiss law gives shareholders a right to information and inspection (art. 697 et seq. CO), the right to challenge general meeting resolutions and, as a last resort, dissolution for good cause. Before that, a well-constructed letter and a structured negotiation resolve most situations.