At Bollag Advokatur & Notariat, we are happy to advise you on the ideal legal form for your company and offer customised solutions for the conversion of your company's legal form. Whether you want to convert your GmbH (limited liability company) into an AG (public limited company), transform your AG into a GmbH or convert your sole proprietorship or general partnership into a GmbH / AG, our team of experts will guide you through the entire process with personalised and expert advice.
Personalised legal advice at fair and transparent conditions
Our specialised lawyers and notaries will guide you through every step of the transformation process. Our personalised advice ensures that all your questions are answered comprehensively. Before you place your order, you will receive an offer for the conversion process including notarisation fees. For particularly complex cases, we will inform you in advance of the additional advice required to ensure transparent and efficient implementation.
Our service includes the preparation of all necessary documents and coordination with the auditor as well as registration with the commercial register.
Thanks to the combination of our law firm and notary's office, we can offer you an all-round service and guarantee efficient and cost-effective support.
Conversion of a GmbH into an AG
The conversion of a GmbH into an AG offers various advantages, such as increased creditworthiness, easier access to capital markets and a broader shareholder base. In contrast to the shareholders of a GmbH, the shareholders are not visible in the extract from the commercial register, which leads to greater anonymity of the shareholders. In addition, the corporate image is often perceived as more professional, which can lead to new business opportunities.
We ensure that your AG fulfils all capital-related requirements. Although we assume a cash capital increase as standard, we are open to qualified forms of capital increase such as capital increase by offsetting or conversion of equity and customise our services according to your needs.
The conversion process
Securing the capital-related requirements (if necessary with a capital increase) of an AG can be carried out at the same time as the transformation of your company. As a rule, the conversion process consists of the following steps:
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Determination of the new company name, the amount of the new capital, the shareholders, the members of the Board of Directors and other changes;
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For cash increase: opening a capital contribution account with a Swiss bank;
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Preparation of an interim balance sheet if the ordinary financial statements are more than 6 months old;
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Preparation of the documents for the capital increase and conversion, including new Articles of Association;
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Involvement of the auditor for the audit report/audit confirmation
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Realisation of the shareholders' meeting and managing directors' meeting for the capital increase;
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Holding of the shareholders' meeting for the conversion (can take place on the same day);
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Submission of the public deeds, new articles of association, registration and other enclosures to the commercial register,
Conversion of an AG into a GmbH
In some cases, the conversion of an AG into a GmbH may be better suited to the size and structure of the company. Smaller companies or family businesses may prefer the flexibility and simplicity of a GmbH. In addition, the GmbH offers more options with regard to statutory fiduciary duties, obligations to make additional contributions or other ancillary obligations of the shareholders.
The conversion process
As a rule, the process of converting an AG into a GmbH consists of the following steps:
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Festlegung des neuen Firmennamens, Höhe des neuen Kapitals, der Gesellschafter, der Verwaltungsräte und weiterer Änderungen;
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Preparation of an interim balance sheet if the ordinary financial statements are more than 6 months old;
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Preparation of the documents for the capital increase and conversion, including new Articles of Association;
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Involvement of the auditor for the audit report/audit confirmation
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Holding of the Annual General Meeting for any capital reduction and conversion (can take place on the same day);
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Submission of the public deeds, new articles of association, registration and other enclosures to the commercial register.
Conversion of a partnership into a corporation
The conversion of a partnership (such as a sole proprietorship or a general partnership) into a corporation (such as a GmbH or AG) often occurs due to the growth of the company or the entrepreneurial risk. One of the most significant differences between the two types of company is the personal liability of the partners in partnerships as opposed to corporations. There are various options for converting a partnership into a corporation.
A sole proprietorship that is not entered in the commercial register can be brought into a newly founded AG or GmbH as a contribution in kind with offsetting. For this purpose, a company balance sheet must be drawn up, from which the founder's claim to be offset can be seen. The conversion process corresponds to the formation of an AG or GmbH with a contribution in kind.
General partnerships and sole proprietorships entered in the commercial register can be transferred to an AG or GmbH by means of an asset transfer. A transfer agreement including a balance sheet must be drawn up for this purpose.
It is also possible to convert the general partnership into an AG or GmbH. The process described above must be followed accordingly.
Can business activities be continued during the conversion process?
Yes, in most cases your business activities can continue as normal during the conversion process. Our aim is to minimise the impact on your daily operations.
How long does the conversion process take?
The duration of the conversion process depends on various factors, including the complexity of the case and the speed of external bodies (such as banks) and authorities. On average, a period of 2-6 weeks can be expected.
Are there any tax implications when converting a company form?
Yes, the conversion of a company form can have tax implications. It is important to understand and plan for these in advance. We work closely with tax experts to ensure that you are well informed and prepared.
How are the costs of a company transformation calculated?
The costs of a company transformation are calculated on the basis of a transparent flat rate based on the specific requirements of your company. This approach ensures that there are no unexpected costs.
Your Lawyers
Dr. iur. Jacob Bollag
Attorney at Law
