With several hundred new foundations established each year, Switzerland continues to enjoy great popularity as a location for foundations. To further strengthen foundations in Switzerland and to meet the changing needs of foundations and their stakeholders, the law on foundations is undergoing change in some areas.
Switzerland remains very popular worldwide as a location for foundations. The number of foundations and the volume of the assets of foundations are growing. As the supreme governing body of a foundation, the foundation board is responsible for management of the assets of the foundation. In times of inflation and volatile stock markets, the risk of liability of foundation boards can be huge. This risk of liability affects not just charitable foundations, but also corporate foundations and employee benefits foundations. The foundation board may relieve itself of some of its responsibility through appropriate organisational measures.
In its report «Modernization of Family Law» of 25 March 2015, the Swiss Federal Council noted that current family law does not adequately reflect social circumstances and also that the approximately hundred-year-old inheritance law does not reflect the today's diverse ways of life. The revision of the inheritance law was thus initiated. Parliament adopted the final draft of the revised law in the 2020 winter session. The new inheritance law will enter into effect on 1 January 2023.
In fall 2020, the Swiss Parliament adopted the total revision of the Federal Act on Data Protection (FADP). The revised FADP is expected to enter into force mid-2022. The purpose of the total revision is to bring the FADP into line with the rapid changes in technology, the changed social circumstances, and the General Data Protection Regulation of the European Union (GDPR) that entered into force in 2018.
After a project lasting ten years, the extensive revision to company law is (finally) being implemented. The provisions relating to gender quotas and transparency rules for commodity companies (both with a transition period) already entered into force on 1 January 2021; the main part will enter into force in 2022. Key features of the new law are the introduction of new principles on corporate governance such as those relating to gender quotas and transparency regulations for commodity companies. The revision also includes a variety of simplified procedures and clarifications, in particular more flexibility for changes to share capital, the permissibility of interim dividends and purely virtual general meetings. Read our newsletter to find out what opportunities the revised law will offer, but also what duties will require action.
Do you own a trade mark that is protected throughout the entire European Union (“EU trade mark”)? Do you regularly review whether the trade marks you own still correspond to their current use and are thus “fit” for the future? In both cases, we recommend that you read our newsletter and hope that it provides you with food for thought regarding the maintenance of your trademark portfolio now, with Brexit happening, and in the future. We would be pleased to assist you at any time.
To combat money laundering and the financing of terrorism, disclosure obligations were introduced already on 1 July 2015. On 1 November 2019, these disclosure obligations were clarified in part and new criminal sanctions for the event of non-compliance with them entered into effect. In addition, bearer shares were eliminated in part.
When an employee ceases to work for an employer, loyalty to his employer is put to the test. There is a great temptation to solicit the former employer’s clients for personal gain and to exploit manufacturing or other trade secrets for the employee’s personal benefit or the benefit of a competing business. This newsletter shows how companies can prevent this and how they can defend themselves against prohibited conduct by employees who no longer work for them.
If, in addition to benefi tting family and friends, some of the assets of a person’s estate are intended for charitable purposes, foundations are often considered as possible recipients of these funds. It may, in some cases, also be necessary to transfer a proportion of the assets to a foundation or to set up a foundation while the person is still alive.
An important business partner always pays my invoices late. And then eventually payments cease altogether. There are rumours in the industry that the business partner is about to go bust. What should I do?
Sometimes, persons setting up a company are confident that their business name is adequately protected by registering the company in the Commercial Register and believe that this sufficiently prevents third parties from using their name. This newsletter explains the implications of protecting a Business name and the circumstances in which it is advisable to also register a trademark.
Extensive efforts are currently underway to bring data protection law in line with rapid technological developments. These initiatives include the new General Data Protection Regulation (EU GDPR) which applies within the EU from 25 May 2018. Although the EU GDPR is not directly applicable in Switzerland, many Swiss businesses fall within its scope. This newsletter outlines the impact of the EU GDPR on Swiss businesses and what action they need to take.
Resolving conflicts is expensive. At the outset, clients incur costs internally due to staff and managers spending time and energy on documenting and resolving disputes. Later on, expenses may arise in the form of attorney’s fees and court costs.
It was only in June 2014 that the Swiss Federal Parliament rejected motion 13.3975 calling for the ‘reinstatement of Lex Koller authorisation for real estate used for commercial purposes’ and motion 13.3976 calling for the ‘abolition of the privilege allowing the acquisition of shares in real estate funds and listed real estate companies under Lex Koller’. Yet the Federal Council has insisted that some of these proposals should be implemented under a revised Lex Koller regime and initiated a consultation process on 10 March 2017. The consultation period runs until 30 June 2017.
The new disclosure requirements for acquirers of shares and limited liability company (“LLC”) capital contributions have led to considerable uncertainty in practice. The purpose of these requirements is to enable information to be obtained on both the owners and beneficial owners of companies limited by shares or LLCs. There are harsh sanctions for failure to comply with disclosure obligations: membership rights will be suspended and property rights may lapse. In practice, many questions remain unanswered with regard to implementation. Some possible approaches are set out below.
Personal estate planning is a constantly evolving process. It is essential to review and adjust existing arrangements regularly to reflect any changes in your personal circumstances and financial situation. Current need for action may in particular be identified with regard to the dealing with digital data, gifts and loans as well as occupational benefits schemes.