A Start-Up

Right from the start, the choice of legal structure – limited liability company (Sàrl), public limited company (SA) or other – will have an impact on the company’s governance, partners’ liability and taxation.

A well-designed shareholders’ agreement is essential to avoid deadlock and prevent potential conflicts between founders or with future investors. It defines the distribution of power, the responsibilities of each party, voting procedures, transfer restrictions and exit mechanisms.

From the first round of financing to successive fund-raisings, we assist you in negotiating with investors and structuring investments (equity, convertible loans, capital increases).

Drafting and negotiating contracts requires special attention. Among many others, a start-up is often party to agency, loan, license, outsourcing, lease, sales, brokerage, subcontracting or confidentiality agreements.

From the first round of financing to successive fund-raisings, we assist you in negotiating with investors and structuring investments (equity, convertible loans, capital increases).

If your service or product is offered via a digital platform, we can support you in drafting your general terms and conditions (e.g. website use, sale), privacy policy, notices and disclaimers. As part of blockchain projects, we can also help you draw up documents for the issue and sale of cryptographic tokens.

What’s the difference between company name, trademark and trade name? You’ll need to decide on your company’s name, but you may decide to operate under one or more other names or brands. Don’t forget that a trademark is only protected if it has been registered with the competent institutions in Switzerland and abroad.

Like all companies, start-ups are required to hold ordinary and extraordinary general meetings, organize board meetings, and maintain and update shareholder registers and lists of beneficial owners.

Personal data Personal data is data that can be used to identify, directly or indirectly, natural persons. All companies process personal data (e.g. employees, customers, third parties). We support you in setting up the necessary documentation and governance so that you comply with applicable law (including GDPR).

Given their development costs, start-ups can find themselves in a situation of over-indebtedness, which may require accounting and legal measures to avoid slowing down the momentum of a developing company. Solutions such as postpositioning or conversion of foreign funds into equity can be implemented, among other reorganization measures..

It’s vital to plan the ownership structure of your start-up, sometimes through personal holding companies, as well as the direct taxation of your start-up, its shareholding plans and its founders, managers and investors.

Disputes can arise between a start-up’s founding shareholders at any stage, jeopardizing the company’s development. An effective resolution, often negotiated but sometimes preceded by legal action, can prevent the dispute from getting bogged down for good.