Advantages of a stock corporation (AG) for Companies and Investors
The stock corporation offers significant strategic advantages for growth-oriented companies:
Flexible Capital Acquisition
The issuance of new shares enables companies flexible capital acquisition for investments. Access to capital markets and potential initial public offerings expand the financial scope for strategic growth.
The AG structure allows for the creation of a broad investor base, as shares are generally easy to transfer and thus participation in the financial success of the company is straightforward.
Enhanced Market Position
As a stock corporation, a company generally enjoys a significantly higher reputation among business partners and potential clients. 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 formulation 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 specialists and executives in the long term.
Transferability of Shares
The anonymous transferability of shares simplifies trading in company shares significantly. Unlike with an LLC, share transfers do not have to be entered in the commercial register, but can be made directly via the stock exchange or over-the-counter by transfer. This enables a quick and uncomplicated change in 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 a stock corporation. This law enables a direct conversion without dissolution or re-establishment of the company.
The most important legal requirements:
Compliance with the minimum capital requirements of the stock corporation (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 entry in the commercial register. The FusG ensures that all legal relationships of the LLC seamlessly transfer to the new stock corporation.
Capital Requirements before the Conversion
The conversion of an LLC into a stock corporation requires in most cases an increase in the share capital. The legally required minimum capital for a stock corporation is CHF 100'000, of which at least CHF 50'000 must be paid in.
For LLCs with a share capital under CHF 100'000, this means:
Carrying out a capital increase to the minimum amount
Ensuring the payment of CHF 50'000
Auditing the capital adequacy 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 financial base of the company. Early planning of the capital increase is crucial for a smooth conversion process. The payment can be made by cash or contributions in kind.
Procedural Steps for Conversion
The conversion of an LLC into a stock corporation takes place in clearly defined steps:
Preparation of a Conversion Balance Sheet
Clean, accounting presentation 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
Founding 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
Review of the conversion documents by an auditor
Issuance of a written audit report
Notarial Certification
Public notarization 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 registry office
Legal effectiveness of the conversion with entry
Costs and Time Involved in the Conversion
The conversion of an LLC into a stock corporation 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 preparing the audit report
Notary fees for notarization
Commercial register fees
Consulting costs for legal and tax aspects
Costs for preparing the required documents
The time required for the complete conversion averages 1 to 3 months. The following factors can influence the duration:
Complexity of the corporate structure
Completeness of the submitted documents
Processing time of the authorities involved
Conclusion
The conversion of an LLC into a stock corporation is a complex process that requires careful planning and professional support. The advantages of a stock corporation, such as better access to capital, enhanced reputation, and more flexible share transfer, must be weighed against the higher requirements for organization, administration, and capitalization.
The successful implementation of the conversion largely depends on good preparation and the professional guidance of experienced advisors. Companies should be aware of this challenge and plan for 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.
