As a corporate lawyer in Geneva, Sentinel Legal advises founders, SMEs and investors at the moments that shape a company, its formation, the arrival of an investor, the exit of a partner, its sale. Corporate law decides who controls, who owns what, and what happens on the day the shareholders stop agreeing.
We set up SAs and Sàrls, draft articles and shareholders’ agreements, structure fundraising rounds, handle the purchase and sale of businesses and conduct shareholder disputes from negotiation to court. Every document is written with the day it will be challenged in mind, because the firm also litigates these cases.
For Geneva companies and for foreign groups setting up in Geneva, the first discussion covers the transaction, its risks and its timing. See also our page business lawyer in Geneva and our article 50/50 or 51/49, what your shareholders’ agreement really changes.
Working knowledge of best practices in governance and financial transactions
Legal advice built as a decision-making tool, taking operational and financial constraints into account
Sensitive situations identified and dealt with early, drawing on past matters
Minimum capital is CHF 100,000 for an SA, of which CHF 50,000 must be paid in, and CHF 20,000 for a Sàrl. A Sàrl makes members visible in the commercial register and makes share transfers more cumbersome; an SA keeps shareholders anonymous and makes it easier for investors to come in. 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.
CHF 200 for 45 minutes, deducted from the first invoice if you retain us. Further work is billed at an hourly rate or a fixed fee, agreed in writing before we start.
First 45-minute meeting, CHF 200, deducted from the first invoice if you retain us.