Droit des sociétés

This chapter presents the broad subject matter of Swiss company law in a complete and focused manner. A general section first identifies the rules applicable to all companies. Some of these are legal provisions that are explicitly common to all companies (for example, for the commercial register, social security, branches, and accounting). Others are rules that are materially convergent, even if they are formally distinct (for instance, in terms of representation, directors' liability, valuation of social partners' shares, or liquidation).

Subsequently, the common rules are presented for different general categories of entities, namely moral persons, partnerships of persons, and companies limited by shares. By initially highlighting all that is common to the different forms of society, the precision allows for the clear identification of the characteristics of each. This particularly concerns the nature of social rights, the organs, the decision-making process, and relations with shareholders. The traits that distinguish the simple company from the company in collective name or the company in command become evident, as do those that characterize the limited liability company in relation to the anonymous company and those in relation to the cooperative.

After an overview of associations and foundations, as well as the treatment of foreign law companies in Switzerland, the lecture offers perspectives on the evolution of corporate governance, including from the perspective of social responsibility in a broad sense.

Equipped with a comprehensive critical apparatus, this new précis aims to meet the needs of all those, students and practitioners alike, who seek a systematic, clear, and in-depth synthesis of the entirety of company law.