An SME

The choice of legal form – sole proprietorship, limited liability company (Sàrl) or public limited company (SA) – has major consequences for the liability of associates, the applicable tax regime and corporate governance. We can advise you right from the formation of your company, or in the event of a transformation or change of shareholder structure, particularly with regard to shareholder agreements, articles of association, delegation of powers and organizational regulations.

The core business of an SME depends on sound commercial contracts, adapted to its needs and risks. We support you in drafting, negotiating and reviewing the various contracts required for your business (distribution, service, commercial lease, subcontracting or strategic partnership agreements, general terms and conditions). When contractual relations become problematic, we can also support you in debt collection and dispute prevention procedures. We can also assist you in situations of unfair competition.

Human resources and their management raise sometimes unsuspected legal issues. From the drafting of employment contracts to dismissals, internal surveys, variable compensation plans, non-competition agreements and the protection of intellectual property, we can help you secure your practices. We also advise our clients on their obligations in terms of occupational benefits, social insurance (including AVS control) and immigration (work permits, secondment of foreign workers to and from Switzerland, etc.).

SMEs have to comply with a growing number of regulatory obligations. These include, in particular, the protection of personal data under the Federal Data Protection Act, anti-money laundering rules (LBA) when the activity carried out falls within the scope of this law, duties of care regarding the identification of co-contractors, and internal documentation requirements (registers, internal policies, etc.). We can help you set up a governance structure that complies with these requirements, adapted to the size and complexity of your organization.

Conflicts are an unfortunate part of SME life: disputes with suppliers, customers, partners, employees, or between shareholders. We give priority to alternative dispute resolution methods (conciliation, mediation, arbitration), but also act before the civil or criminal courts if necessary. It also happens that a company’s business model is misunderstood by the authorities, giving rise to unfair administrative decisions or sanctions against which there are grounds for taking action.

Tax and financial planning To remain competitive, SMEs need to optimize their tax burden while ensuring compliance with the law. We can help with income tax, withholding tax, VAT and stamp duty, as well as structuring holding companies and optimizing shareholder taxation. In the event of a tax audit, we represent you before the authorities and defend your interests.

Preparing for the sale or transfer of your SME is crucial. A poorly anticipated transaction of this kind can lead to the break-up of the company, or to complex conflicts (family, between partners, etc.). We can help you prepare for the transaction and advise you on transfer structures (management buy-out, restructuring, sale to third parties), appropriate tax arrangements and, for buyers, post-transfer governance.