The S.A. is a company in the category of capital companies which is founded by one or more natural or legal persons whose share capital is pre-established in the articles of association. The S.A. is independent in terms of the rights of the company vis-à-vis the shareholders. In this, how does the limited company work? Who are the main players in its development? What are the legal procedures to follow in your establishment?
The Company is founded by one or more persons (natural or legal) or also a commercial establishment. Cela n’empêche pas à un seul associé de fonder sa propre entreprise. The S.A. has its own legal personality and the company’s equity is the only person responsible for the social debts.
The creation of the company begins with the payment of the capital into a deposit account with a bank. If the sum is paid in kind, a connoisseur would be required to certify the value. Puis advient ensuite la signature d’un certificat officiel et des statuts en présence d’un notaire. The latter will then take care of the registration in the trade register which is mandatory This registration legalizes the existence of the S.A.
The value of the share capital is equal to or greater than CHF 100,000, of which 20% is used for the foundation. This use is justified by Articles 621 and 632. The shares have a nominal value greater than 0.01 CHF at least. Participation certificates and / or profit-sharing certificates may be issued.
Obviously, the articles of association are compulsory in the SA These articles of association must contain regulations on the purpose of the company, its corporate name, its registered office, the amount of its share capital and the contributions made, the number, value and species of its shares, the method of convening its general meeting, the voting rights of its shareholders, its administrative and audit bodies and the form to be observed for its publications.
The general assembly (GA) has a fundamental place in the organization of society. THE G. has the right to appoint and dismiss members of the board of directors. It has the power to adopt and modify the statutes. It also appoints the reviewers. THE G. verifies the accounts, sets dividends and takes any other decision that has a link with the law or the articles of association.
THE G. takes the major decisions on the running of the company. Indeed, the votes are proportional to the par value of the shares (at least one vote per share). The conditions are detailed in article 693 paragraph 3 according to CO.
The management of the public limited company constitutes the sovereign and primordial function of the Board of Directors (CA) except in cases of force majeure requiring the power of attorney of special members, among others the delegates or directors (of service). It therefore represents the supreme authority. of the society. This board is therefore responsible for internal recommendations relating to the entire entity and for essential decisions, their preparation and execution; the latter prepares the management report; it decides on the recruitments and dismissals of the people in charge of carrying out the decisions taken.
The S.A. can be represented by each member of the Board, unless the statutes order otherwise. There must be at least one member of the CA with the authority to represent the S.A. The modes of signature, whether individual, collective, two or more, are registered with the RC. The company can be represented by a person residing in Switzerland, preferably a board member or a director.
Vis-à-vis third parties in art. 752 et ss CO, the share capital alone reimburses the debts of the company and the illicit acts of these bodies. In particular the personal liability of the founders for fault or negligence in the foundation due to inaccurate information in the issuance procedures. In relation to the company, the shareholder can bring recourse action.
The partners have the right proportional to the profit and the liquidation proceeds. They have the privilege of voting. The partners benefit from a right of management inspection and renewal, but also a right to request a special control. Finally, they have a preferential subscription right.
Accounting is one of the most important branches of every company. Its implementation is therefore mandatory. Accounting is established according to the nature, needs and scope of the business. Its role is to establish the financial statement by presenting debts, receivables and to establish the annual economic balance sheet of the company.
It is strongly recommended to set up a review body. It is related to a legal area, carrying out the inspection (ordinary or restricted) of the company. This inspection is based on the law of the S.A. (art. 727 et seq. CO by reference to art. 818 para. 1 CO). This inspection is based on the law of the S.A. (art. 727 et seq. CO by reference to art. 818 para. 1 CO).
The S.A. has tax obligations. Namely: taxes on net profit and capital (federal tax and / and cantonal tax), various municipal business taxes that may differ from one municipality to another depending on the location of the company.
The dissolution takes place according to the statutes, by decision of the General Assembly, due to bankruptcy. But above all by a judgment rendered at the request of shareholders representing at least 10% of the share capital.
Accounting and administration have a very important part of the responsibility. The liability of the shareholders is limited and it is very easy to transmit. If the company does not have all the ratified bodies or if one of these is not legally constituted, it is possible that a shareholder, a creditor or a civil servant can request a judge, the appropriate measures.
However, the A.V.S., the A.I. and the A.P.G. are reserved only for employees of the S.A. Shareholders are therefore not entitled to them unless they are also employees registered with the S.A.
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