Before investing in a Swiss company, establish exactly what the shares let you vote on, what information you can obtain, and how the company’s accounts and board are overseen. Start with the company’s legal form and, if it is an SA (Aktiengesellschaft), read its articles alongside the share structure, latest annual report and auditor’s report. For a private company, also ask whether a shareholders’ agreement exists. For a listed company, add exchange disclosures, significant-shareholding filings and takeover rules. Rights and risks depend on the specific company documents and circumstances; this guide is not a legal opinion about an unidentified issuer.
What company and security are you actually buying?
Confirm the company’s legal name, Swiss legal form, registered details, listing status and exchange, and the exact class of security offered. The rules and documents relevant to an SA are not automatically the same as those for another legal form. This guide focuses on the SA because the Swiss State Secretariat for Economic Affairs (SECO) describes it as one of the country’s most common legal forms and its guidance addresses SA shareholder rights.
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Identify the rights attached to the shares
For an SA, obtain the current articles of association and determine whether there are different share classes, nominal values, voting rights or transfer restrictions. Do not assume that a percentage of capital equals the same percentage of voting power, or that every share carries one vote. SECO notes that shares with extended voting rights can give their holders more votes relative to the capital invested. Registered shares are recorded in the company’s share register; ask what registration or transfer conditions apply to the security you are considering.
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For a listed issuer, verify the security and its rights against current issuer and exchange disclosures. For a private company, request the governing documents and a clear explanation of how the share register, transfers and voting arrangements work.
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Who controls the company and how accountable are they?
Map the relationship among shareholders, the board of directors and management. SECO identifies that relationship as the central corporate-governance issue. Find out who can elect or remove directors, whether management is separate from board oversight, and whether directors appear independent of controlling shareholders and executives. Treat independence as something to assess from disclosed relationships and conduct, not a label that proves effective oversight.
Compare control with accountability
- Compare votes per unit of invested capital, not only ownership percentages.
- Check who can nominate or remove directors and whether a controlling holder can determine General Meeting outcomes.
- Assess the board’s independence from management and major shareholders.
- Review the auditor’s independence, the scope of the audit and the quality of financial disclosures.
- For a listed company, examine the history of significant-shareholding disclosures and any takeover-related developments.
SECO’s governance criteria also include separating operational and strategic responsibilities, timely information about financial crises, and a stronger shareholder position. Use these as questions for the company’s disclosures rather than as proof that it meets a formal compliance test.
What decisions belong to shareholders?
SECO describes the SA General Meeting as the company’s primary body. Under the Swiss Code of Obligations, its responsibilities include determining the articles, electing the board and auditor, approving or rejecting the annual report, and deciding how earnings are used. The practical influence of an individual investor depends on voting rights, ownership concentration, meeting arrangements and any applicable agreements.
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Check whether participation works in practice
Review how meetings are called, how agenda items and motions can be proposed, how proxies or electronic participation are handled, how votes are counted and when results are reported. The Code of Obligations covers General Meeting powers, convening, agenda and motion rights, notices, and electronic or virtual meetings. For a private company, check the articles for provisions shaping participation. Verify the current statutory rules and the company’s actual procedures rather than relying on a generic description.
The Swiss Code of Best Practice for Corporate Governance recommends that the General Meeting serve as a forum for communication and that shareholders receive enough information to make informed decisions. It also recommends clear explanations of agenda items and motions and timely communication of shareholder proposals. These are governance recommendations, not a replacement for statutory rights.
What does a shareholders’ agreement change?
Ask whether a shareholders’ agreement exists and request a copy before committing. SECO explains that such an agreement is not legally required and is not governed by a standard contract. It may address matters such as pre-emption or refusal rights, purchase obligations, voting arrangements, meeting procedures, vetoes, deadlock resolution and representation.
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Establish who is bound by the agreement, how it relates to the articles, and what happens on a transfer, disagreement or change of control. Do not assume a clause gives you a right against the company or against a shareholder who did not sign it. Have Swiss counsel assess its legal effect and how it interacts with the articles and your proposed investment.
What information and remedies can a shareholder seek?
The Code of Obligations contains provisions on shareholder information, inspection of books and records, refusal of requests, and special investigation. These mechanisms are subject to eligibility, conditions and the company’s protected interests; an investor should not assume that every request will be granted or that they qualify to pursue a remedy.
The consolidated Code includes stages for a special investigation, including General Meeting approval, court proceedings after a refusal, execution, reporting and costs. A possible court route is not a guarantee that a court will order an investigation. Before making a request or relying on a deadline, verify standing, thresholds and procedure in the current consolidated Code of Obligations for the company and facts involved.
A Federal Gazette revision text published in 2020 described information and inspection rights for non-listed companies, including ownership thresholds, a four-month response period in the wording of that proposed amendment, limits protecting business secrets or other company interests, and the possibility of applying to a court after refusal. That text is an amendment document, not the consolidated current statute; do not treat its thresholds or timing as current law without checking the applicable law.
What kind of audit did the company receive?
“Audited” does not describe a single level of assurance. SECO distinguishes ordinary audits, limited audits and cases where a qualifying company may waive an audit. Find the auditor’s actual report, identify the applicable audit type and read what the auditor reported. An audit is not a guarantee against fraud, future losses or poor investment performance.
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Repair Windows errors before they cause bigger problemsFix Now →Scan for outdated or missing drivers - takes under a minuteDriver Scan →| Audit arrangement | When SECO says it generally applies | What the guidance says about the work or reporting |
|---|---|---|
| Ordinary audit | Generally when the company exceeds two of three thresholds for two consecutive fiscal years: CHF 20 million balance-sheet total, CHF 40 million revenue and 250 full-time employees. SECO guidance accessed in 2026. An ordinary audit may also be required if consolidated accounts must be prepared or shareholders holding at least 10% request one. | SECO describes a full report to the board and a summary report to the General Meeting. |
| Limited audit | SECO says most Swiss SMEs do not meet the ordinary-audit criteria and are subject to a limited audit. | The work includes management interviews, verification of details and analytical procedures, with a summary report to the General Meeting. |
| Audit waiver | A company may waive an audit partially or fully if owners consent unanimously and it has no more than 10 full-time employees on average per year. Creditors may request an audit. | The cited SECO guidance does not describe a separate auditor’s report for a waived audit. |
The figures and conditions in this table are SECO’s general guidance, not findings about a particular issuer. Verify current requirements, exceptions and the company’s circumstances before relying on them.
Read the risk and internal-control disclosures
SECO says companies subject to ordinary audits must include risk-assessment information in the annual report and provide an internal-control system for examination by the audit body, which submits a written report to the General Meeting. Its guidance describes the annual-report duty for companies exceeding two of the three size thresholds in two successive fiscal years, with an exception for certain consolidated groups unless a qualified minority requests the information. Read the annual report and auditor’s report together: note the stated risks, whether required reporting is present, and what the auditor actually concluded.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What extra checks apply to listed Swiss companies?
Listed issuers have additional disclosure and takeover considerations. FINMA enforces significant-shareholding disclosure duties and investigates suspected violations. Its guidance says it may suspend voting rights or prohibit further purchases while facts are clarified or requirements are met. Check current filings for major holders, parties acting in concert and changes in control, and compare them with the company’s disclosures.
FINMA describes 33⅓% of voting rights as the normal threshold at which holders of equity securities in a listed company are required to make a public takeover bid. The Swiss Takeover Board reviews mandatory and voluntary bids; FINMA acts as the appeals body for contested decisions. This is the normal threshold described in FINMA’s guidance, not a complete account of possible opting-up, opting-out or transaction-specific rules. Verify current requirements for the issuer and transaction.
How should you use governance codes and exchange rules?
Use legal requirements first, then compare the company’s disclosures with applicable governance standards. SECO identifies the Swiss Code of Best Practice for Corporate Governance and SIX Swiss Exchange corporate-governance directives among the widely used Swiss frameworks. Its standards index points to the 2023 Swiss Code of Best Practice and SIX’s 2022 Directive on Information relating to Corporate Governance. For a listed issuer, confirm which exchange rules and code version apply; recommendations in a governance code are not legislation.
A practical review before you invest
- Confirm the issuer and security. Establish the legal form, listing venue, exact share class and any transfer or registration conditions.
- Read the core documents. For an SA, obtain the articles, latest annual report and auditor’s report; ask for any shareholders’ agreement if the company is private or the agreement may otherwise affect your investment.
- Map votes and control. Compare voting power with capital ownership, identify controlling holders and assess who can elect or remove directors.
- Test meeting and information access. Review participation arrangements and identify the statutory processes relevant to information, inspection or special investigation; verify eligibility and deadlines in current law.
- Assess assurance and financial oversight. Determine whether the company has an ordinary audit, limited audit or qualifying waiver, then read the corresponding report and risk disclosures.
- Add listed-company checks where relevant. Review significant-shareholding disclosures, takeover developments and the issuer’s compliance with current exchange requirements.
- Get company-specific advice where needed. Ask a Swiss corporate lawyer about document interpretation, voting or transfer rights, agreement enforceability and remedies. Use a qualified Swiss accounting professional for questions about accounts or audit scope.
No company is named here, so no conclusion can be drawn about a particular investment. The decisive evidence is the issuer’s actual articles, share and voting structure, disclosures, agreement, board record, audit report and meeting or court history. Statutory thresholds and exchange rules can change; confirm the current consolidated law and issuer materials before acting.
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