Keywords: Company law
The Federal Law on Merger, Demerger, Conversion and Transfer of Assets and Liabilities (Bundesgesetz über die Fusion, Spaltung, Umwandlung und Vermögensübertragung), which was passed by the Swiss parliament on 3 October 2003 and has been in force since 1 July 2004, provides business with a modern legal toolset and creates both legal certainty and transparency with regard to corporate restructurings. It thereby guarantees the legal protection of all those concerned and affected, with a particular emphasis on safeguarding the interests of employees and minority owners.
The Merger Law supersedes the previous provisions of the Swiss Code of Obligations (CO) governing mergers and conversions, and closes significant gaps. While previous legislation provided for mergers of corporations, limited partnerships and cooperatives only, clear rules now exist on the merger of all forms of organisation covered by the CO, as well as for associations and foundations. Conversions of legal form are now also generally permitted, having previously been restricted to the conversion of a corporation (Aktiengesellschaft, or AG) into a limited liability company (Gesellschaft mit beschränkter Haftung, or GmbH).
The merger law further simplifies corporate restructuring by making a new instrument available – the demerger, which facilitates the reallocation of assets and membership rights. This new instrument also makes it easier to transfer the assets and liabilities of an entire company or part of a company to another subject.
For the complete documentation see the pages in German, French or Italian.
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