Advantages of a stock corporation (AG) for companies and investors
The stock corporation offers significant strategic advantages for growth-oriented companies:
Flexible capital raising
The issuance of new shares enables companies to raise capital flexibly for investments. Access to capital markets and potential IPOs expand the financial scope for strategic growth.
The AG-structure allows the construction of a broad investor base, as shares are usually easy to transfer and thus participation in the financial success of the company can be easily achieved.
Enhanced market position
As a stock corporation, a company usually enjoys a significantly higher reputation among business partners and potential customers. Depending on the industry, the AG benefits, for example, in negotiations from its strong market position and professional image, which has a positive effect on contract design and project acquisition.
Attractive employee retention
Employee shares and performance-oriented stock option plans promote employee motivation through direct profit-sharing. Employees identify more strongly with the company and benefit from price increases and dividends. This binds specialist and management personnel in the long term.
Transferability of shares
The anonymous transferability of shares simplifies the trading of company shares significantly. Unlike with an LLC, share transfers do not have to be registered in the commercial register, but can be made directly via the stock exchange or over-the-counter through transfer. This enables a quick and uncomplicated change of the ownership structure without costly administrative processes.
Legal framework of the conversion
The Fusionsgesetz (FusG) forms the central legal basis for the conversion of an LLC into an AG. This law enables a direct conversion without dissolution or re-founding of the company.
The most important legal requirements:
Compliance with the minimum capital requirements of the AG (CHF 100'000), whereby a partial payment of at least CHF 50'000 is generally possible
Retention of existing assets and liabilities
Preservation of the rights of existing shareholders
The conversion only becomes legally effective upon registration in the commercial register. The FusG ensures that all legal relationships of the LLC transfer seamlessly to the new AG.
Capital requirements before conversion
The conversion of an LLC into an AG requires in most cases an increase of the share capital. The legally required minimum capital for an AG is CHF 100'000, of which at least CHF 50'000 must be paid in.
For LLCs with a share capital below CHF 100'000 this means:
Execution of a capital increase to the minimum amount
Ensuring the payment of CHF 50'000
Audit of capital coverage by an approved auditor
Wichtig: If this requirement of the share capital is not yet met, a capital increase is necessary for the purpose of the conversion.
The capital requirements serve to protect creditors and strengthen the company's financial base. Early planning of the capital increase is crucial for a smooth conversion process. The payment can be made by cash or contributions in kind.
Process steps for conversion
The conversion of an LLC into an AG takes place in clearly defined steps:
Preparation of a conversion balance sheet
Clean, accounting listing of the assets and liabilities of the LLC
The balance sheet must not be older than 6 months
Preparation of all conversion documents
Commercial register application
Conversion plan
Incorporation report
New articles of association for the stock corporation
Shareholders' meeting
Resolution on the conversion
Approval of the new articles of association
Election of the board of directors
Obtain audit report from auditor
Audit of the conversion documents by auditor
Issuance of a written audit report
Notarial certification
Public certification of the conversion resolution
Review of legality by the notary
Preparation of the commercial register application
Commercial register entry
Submission of all required documents
Review by the commercial register office
Legal effectiveness of the conversion upon entry
Costs and time investment of the conversion
The conversion of an LLC into an AG requires careful budget planning. The total costs typically range from CHF 4.000 to CHF 5.000 and consist of the following items:
Auditor fees for the preparation of the audit report
Notary fees for the certification
Commercial register fees
Consulting costs for legal and tax aspects
Costs for the preparation of the required documents
The time required for the complete conversion is on average 1 to 3 months. The following factors can influence the duration:
Complexity of the company structure
Completeness of the submitted documents
Processing time of the authorities involved
Conclusion
The conversion of an LLC into an AG is a complex process that requires careful planning and professional support. The advantages of an AG, such as better access to capital, increased reputation and more flexible transfer of shares, must be weighed against the higher requirements for organization, administration and capitalization.
The successful execution of the conversion depends significantly on good preparation and professional guidance by experienced consultants. Companies should be aware of this challenge and plan the necessary resources both in terms of time and finances. Jurata supports you in this process with many years of expertise and a proven network of experts.
