Stampa declaration (Switzerland)

The Stampa declaration is a mandatory declaration under Swiss law, signed when a company is incorporated or at a capital increase, by which the founders rule out any planned, significant purchase of intellectual property from persons close to the company, without having first informed the shareholders.

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This requirement addresses a specific risk: Swiss law in fact prohibits such an IP purchase being made by the founders shortly after incorporation or after a fundraising round, unless this declaration has been signed beforehand, in order to protect new shareholders against a hidden transfer of value back to the founders themselves.

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This mechanism has no exact formal equivalent under French law, where controlling such a buy-back would rely instead on related-party transaction clauses or on the vigilance of a contributions auditor, depending on the vehicle used. The Stampa declaration has the merit of simplicity: a single written declaration, signed precisely when the risk is highest, rather than an after-the-fact check dependent on a third party's vigilance.

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In financial due diligence of a Swiss startup, verifying the existence and content of the Stampa declaration signed at incorporation is a specifically Swiss legal control point, rarely documented outside Swiss law, that directly shapes the security of the intellectual property title held by the company, an issue to connect with our analysis on how to determine the value of know-how.