Ltd. to PLC Conversion
Certified specialists handle the conversion of an Ltd. to a PLC starting from CHF 2,150
Start Inquiry
Transparent Fixed Price- Experienced Specialists
- Over 25,000 Satisfied Customers
The Ltd. (limited liability company) is a popular legal form and well-suited for many Swiss companies in the early stages. However, this changes when the company experiences rapid growth and, for example, is preparing for its first financing round with external investors.
Professional investors almost exclusively invest in PLCs (companies limited by shares). The reason for this is that the requirement for all shareholders to be registered in the commercial register complicates the transfer of company shares and often leads to unwanted publicity.
About the Package
The following reasons and advantages speak for converting an Ltd. into a PLC:
- Capital increase is relatively straightforward through the sale of shares.
- Capital procurement through shares reduces dependence on bank loans.
- Easy transfer of company shares (informally, without notarial certification).
- AGs enjoy a high reputation among business partners (internationally).
- Employee retention can be facilitated through stock option plans.
Target Audience
Companies wishing to change their legal form from an Ltd. to a PLC.
Process and Duration
Typically, the conversion from an Ltd. to a PLC takes 3-5 weeks. With the entry in the commercial register, the conversion becomes effective. The two fundamental steps for the conversion include:
- To convert an Ltd. into a PLC, the capital requirements for the PLC must be met. In the first step, therefore, a capital increase is required. The share capital of the company is increased to at least CHF 100,000 (of which 50% must be paid in).
- In a second step, the legal form is officially changed. The procedure is similar to that of a new foundation: a notarized 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 examine and confirm the financial situation of the company.
Service
The Ltd.-PLC conversion package includes personal consultation, best-in-class templates, and tailored adjustments to the company. The following is covered:
- Personal legal advice: We guide you through the entire conversion process. Typically, 1-2 hours of personal consultation are required. Our fixed package includes 3 hours of personal legal advice to ensure that all questions can be answered. If it is an exceptionally complex conversion case that requires more advice, we will advise you before the start of the project.
- Capital increase: The capital increase ensures that all capital requirements for the PLC are met. We prepare all legal company documents and coordinate with the notary and commercial register.
- Conversion: The conversion of the company into a company limited by shares (PLC) takes place in parallel with the capital increase: We take care of the preparation of all necessary company documents and coordinate with the auditor, notary, and commercial register.
Price
Fixed price of CHF 2,150 incl. VAT.
The third-party costs of approximately CHF 1,000 for notarial certification, around CHF 800 for an audit report, and approximately CHF 600 for commercial register registration are not included.
You will receive an individual offer for the preparation and execution of the conversion. If you have special requests or circumstances to be considered, please mention them in the free text in the inquiry form.
Get a non-binding offer
What do I need to know about the conversion?
No, it's also possible to convert existing free reserves, offset open and due receivables, or make a non-cash contribution.
No, you can also make a so-called partial payment, meaning you must increase the capital to CHF 100,000, of which at least CHF 50,000 must actually be paid (in cash, by offsetting, or by non-cash contribution).
For the conversion, a so-called conversion balance sheet is required. This must not be older than 6 months and ideally should not show any losses or loss carryforwards (otherwise, these must be balanced first).
Furthermore, it's important to consider whether the shareholder structure should remain the same, what the nominal value of the new shares should be (minimum CHF 0.01), and who will fill the board of directors.
No, in principle, the conversion balance sheet can be prepared by oneself. However, a licensed auditor must conduct a so-called plausibility check.
Yes, this is often a suitable time to do so without incurring significant additional costs.