The stock company (AG) has a separate legal entity with its own right and name. The capital of the AG is divided into shares, meaning that the shareholders (owners) can exercise their rights at the annual General Shareholder´s Meeting. The Board of Directors, together with the executive officers appointed by the board, is exclusively responsible for the management of the stock company.
The minimum share capital of a stock company is CHF 100,000 which can be divided into registered or bearer shares. However, the nominal value must be equal to or above CHF 0.01. Upon the formation of the company a minimum of CHF 50,000 need to be paid in full.
A corporation is usually managed by the Board of Directors as well as the managers appointed. The people authorized to sign on behalf of the company need to be entered in the Commercial Register. The management must prepare an annual report, providing information on the progress of business, the economic as well as the financial situation and any capital increases. The General Shareholder´s Meeting must be held at least once a year.
The three governing bodies of a stock company are:
The General Shareholder´s Meeting is the supreme governing body, authorized to alter the Articles of Association, to approve the annual accounts and financial statements, distribute the profits and discharge the directors. It furthermore elects the two remaining bodies, the Board of Directors and the auditors.
The Board of Directors is concerned with its untransferable and inalienable duties, the management of the stock company.
The auditor´s responsibility is to insure that the annual financial statements, the consolidated statements and the accounts as well as the distribution of the profit is in conformity with the Articles of Association and the law. If the corporation exceeds two of the following three criteria within two consecutive fiscal years, an ordinary audit is required:
Otherwise, only a limited audit, which is less extensive, is required. A company with less than 10 full-time positions can even refrain from an audit.
The name of a stock company can be chosen freely, but must obviously differ from and other existing company name. In addition, the addition “AG” needs to be added to all company names. It is advised to check the intended name with the Commercial Register in advance.
Also the domicile can be chosen freely in Switzerland.