Conversion from a limited liability
company to a public limited company

Proven specialists carry out the conversion of a limited liability company to a public limited company from CHF 2'150.00.-

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A limited liability company is a popular legal form and ideally suited for many Swiss companies in the early stages. This changes when the company grows rapidly and is, for example, about to enter a first round of financing with external investors. 

 

Professional investors invest almost exclusively in public limited companies. The reason: In particular, the requirement that all shareholders must be entered in the commercial register makes the transfer of company shares more difficult and often leads to undesirable publicity.

When do I need the legal package?

The following additional reasons and advantages speak for the conversion of a LLC to a PLC: 

  • By selling shares, capital increase is very easy
  • Raising capital through shares reduces dependence on bank loans
  • Simple transfer of company shares (informal, without notarial certification)
  • PLCs are highly regarded among business partners (international)
  • Employee retention can be enabled through stock option plans
  • For whom is the legal package best suited? 
  • Companies that want to change their legal form from an LLC to a PLC.

 

How long does the preparation take?

Typically, the conversion from an LLC to a PLC takes 3-5 weeks. The conversion becomes effective with the entry in the commercial register. The two basic steps for conversion include:

The capital requirements for the PLC must be met in order for the LLC-PLC conversion to proceed. A capital increase is therefore necessary as a first step. In doing so, the share capital of the company is increased to at least 100,000 CHF (of which 50% must be paid in).

In a second step, the legal form will be officially changed. The procedure is similar to that of a start-up: A notarised general meeting is required, new articles of association must be drawn up, and the Board of Directors must be (re)appointed. In addition, an auditor must review and confirm the company’s financial situation.

 

What do I get?

The LLC-PLC conversion package includes personalised consulting, best-in-class templates and customisations tailored to the company. The following is covered: 

Personalised legal advice: We accompany you through the entire conversion process. As a rule, 1-2 hours of personalised consultation are required. Our fixed package includes 3 hours of personalised legal consultation to fully clarify all questions. If it is an exceptionally complex conversion case that requires more consulting sessions, we will suggest this before the project starts.

Capital increase: The capital increase ensures that all capital requirements for the PLC are met. We prepare all legal corporate documents and coordinate with the notary and commercial register.

Conversion: The conversion of the company into a public limited company is carried out in parallel with the capital increase: We take care of the preparation of all necessary company documents and take over the coordination with the auditor, notary and commercial register.

How much does the package cost?

Fixed price of 2,150 CHF incl. VAT.

The third party costs of approximately 1,000 CHF for notarial certification, 800 CHF for an audit report and 600 CHF for entry in the commercial register are not included. You will receive an individual offer for the preparation and implementation of the conversion. Do you have special requests or circumstances that should be taken into account? Mention them in the free text section in the request form.

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What do I need to know about the conversion?

No, you can also convert existing free reserves, offset outstanding and due receivables or make a contribution in kind.

No, it is also possible to carry out a partial payment under subscription, i.e. the capital must be increased to 100,000 CHF, of which at least 50,000 CHF must actually be paid (in cash, by offsetting or contribution in kind).

A transformation balance sheet is required for the transformation. This must not be older than 6 months and should ideally not show any losses or losses carried forward (otherwise these must first be offset).

 

Furthermore, it should be considered whether the shareholder structure should remain the same, what the nominal value of the new shares should be (min. 0.01 CHF) and who will sit on the Board of Directors.

No, in principle the conversion balance sheet can be prepared by the company employees. However: A licensed auditor must carry out a plausibility assessment.

 

Yes, this is often also a good time to do this without incurring additional high costs.