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We provide insight and advice on business-related topics such as accounting practices and tax optimization. Our specialists share their experiences and solutions to financial and business challenges.

Participation certificates - how they are created and what rights they confer

Participation certificates allow corporations an alternative to issuing shares, as they provide equity without voting rights. Holders benefit from profit and goodwill, but without a say.
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The conditional capital increase

The conditional capital increase allows for the issuance of new shares only when there are option or conversion rights and requires a qualified majority of the general meeting. Convertible and option bonds offer the holder a conversion into shares, thus influencing the company's equity.
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The approved capital increase

The approved capital increase enables the board of directors to quickly and flexibly increase share capital, but limits it to a maximum of 50% of the inventory and a duration of two years. This regulation primarily serves the acquisition of holdings and requires changes to the statutes.
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The shareholders' right to information at the general meeting

According to Art. 697 of the Swiss Code of Obligations, shareholders have an inalienable right to information about the course of business and audit results, however, this is limited in order to protect trade secrets. This right helps them make informed decisions, but can be restricted if there is a risk to sensitive company data.
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The General Assembly

The general assembly, as the highest body of a joint-stock company, elects the board of directors and decides on the annual accounts. It must be convened by the board of directors at least once a year.
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The general reserves

Joint-stock companies must allocate 5% of their annual profits to general reserves until these reach 20% of the share capital. Additional allocations are required for premium income and other revenues.
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The transfer of assets

Assets are transferred by contract and entry in the commercial register; detailed inventories and arrangements regarding consideration are important. Creditors and employees are legally protected, and the latter can terminate their employment under the old conditions.
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The independence of the audit firm in the ordinary audit

Laws demand the actual and apparent independence of the audit office, with stricter criteria for ordinary audits. Non-compliance impairs credibility and audit reports.
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Accounting - should one do it oneself or outsource it?

Accounting reveals the financial position of a company and can be complex, so especially small and medium-sized enterprises need to consider whether internal management or outsourcing is more sensible. Outsourcing offers security in legally relevant aspects and can be more efficient, while simple bookings can remain internal.
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