In the case of the conversion of a GmbH into an AG, the regulations of the Swiss Code of Obligations regarding the formation of the corresponding company are applied, but not the guidelines governing assets in kind (art. 57 Swiss Merger Act). If an SME, with the consent of all shareholders, opts out of producing a conversion report and the audit of the conversion (art. 61 para. 2 and art. 62 para. 2 Swiss Merger Act), then according to the practice report from the Swiss Federal Agency for the Commercial register (“Praxismitteilung des Eidgenössischen Amtes”) the contribution in kind regulations are applicable to fill the gap. In this case, the highest management or administrative body has to produce a “formation report” (“Gründungsbericht”) (pursuant to art. 635 Swiss CO), which is audited by a licensed auditor.
Auditing transactions in line with Swiss Merger Act
A merger, demerger or conversion audit serves primarily to protect shareholders. A licensed audit expert is required in almost all examinations carried out pursuant to Swiss Merger Act. Small and medium-sized companies (SMEs) can opt out of an audit in the case of mergers, demerges and conversions, providing that all shareholders consent to this.
In the case of transfers of assets pursuant to art. 69 Swiss Merger Act, companies and sole proprietorships registered in the commercial register can transfer their assets or parts of these along with assets and liabilities to other entities. The regulations governing asset transfers pursuant to Swiss Merger Act are not final in contrast to those for mergers, demergers and conversions. No special examination is required in the case of asset transfers.
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Project Lead
Daniel Carotta
+41 44 533 76 00
PRÜFAG Wirtschaftsprüfung AG - Badenerstrasse 144 - 8004 Zürich - Phone +41 44 533 76 00 - info@pruefag.ch
PRÜFAG Lohnbuchkontrollen AG - Badenerstrasse 144 - 8004 Zürich - Phone +41 44 533 76 00 - info@pruefag.ch
IAPA is a global association of independent accountancy and business advisory firms that aims to support its members in providing their clients with a diverse range of professional, comprehensive and cost-effective business solutions, regardless of sector or location, to realise their international objectives. IAPA has over 200 member firms in some 70 countries and ranks amongst the top 25 global accounting organisations whose membership annual turnover is over 1 billion US$.
