Public limited company – SA (Switzerland)

The Swiss public limited company (Société Anonyme — SA, or Aktiengesellschaft — AG) is the dominant corporate form for medium and large Swiss businesses, regulated by the Code of Obligations (CO art. 620 ff.). Key features: minimum capital of CHF 100,000 (of which at least CHF 50,000 must be paid in), shares that may be freely transferred (subject to any statutory restrictions), mandatory board of directors, limited shareholder liability and flexible governance structures. The SA is the standard structure for operating companies, holding companies and entities preparing for a capital markets transaction. Recent CO reform (2023) modernised SA governance with enhanced shareholder rights and digital meeting options.

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Example: in a Swiss LBO, the acquisition holding (NewCo) and the operating target are both structured as SAs. This allows: share capital of CHF 100,000 (flexibility), free transferability of shares (necessary for the LBO mechanics), simplified merger procedures post-closing and access to the participation exemption on inter-company dividends. The SA structure is chosen over the Sàrl for its greater flexibility in share classes and governance.

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Hectelion advises on Swiss SA governance and structure in the context of M&A, fundraising and financial structuring mandates.