Switzerland: Corporate and Company Law

This article examines the administrative confiscation mechanism under Article 35 FINMAG, analyzing its legal nature, material requirements, and practical application after 16 years of Swiss financial market supervision. The authors explore critical questions surrounding profit calculation, the scope of deductible expenses, and whether the current enforcement toolkit adequately deters supervisory law violations.

Find out how to become Swiss resident by moving to and working in Switzerland and the tax benefits available.

This content presents a comprehensive list of countries and territories from around the world, organized alphabetically and spanning multiple continents. The list includes both sovereign nations and dependent territories, offering a reference for global geographic entities.

The Swiss government has opened consultation on draft amendments to the Code of Obligations that would require companies to disclose when they engage proxy advisory firms. This proposed transparency regime addresses conflicts of interest in a market dominated by ISS and Glass Lewis, where proxy advisors influence significant percentages of votes at Swiss annual general meetings while remaining largely unregulated under current Swiss law.

ESG expectations are increasingly shaping the Swiss legal and regulatory landscape, with significant implications for financial institutions and multinational organisations operating in or through Switzerland.

The Swiss Federal Council has initiated consultation proceedings on proposed amendments to the Swiss Code of Obligations that would introduce new transparency obligations for boards of directors regarding proxy advisor involvement. These amendments address growing concerns about potential conflicts of interest when proxy advisors simultaneously serve institutional investors while providing voting recommendations on the same companies they advise.

The new Directive (EU) 2025/25 introduces new rules that affect European digital corporate law and will change how businesses are registered, managed, and administered across Europe.

Switzerland remains a well-established jurisdiction for internationally mobile individuals, offering political stability, a high standard of living and a generally competitive tax framework.

From May 2026 (Bern) and 2027 (Zurich) onwards, parties can bring their international commercial disputes before international commercial state courts in Bern and Zurich and have proceedings conducted in English.