Change in legal form
There are many reasons for converting a limited liability company (GmbH) into a company limited by shares (AG), and this conversion often marks a significant milestone in the evolution of a business.
A transformation is characterized by the fact that the previous company remains the legal entity and retains its economic and legal identity.
The conversion process is governed by the Swiss Merger Act (Merger Act / FusG). The highest governing body of the converting company is responsible for preparing the conversion plan and the conversion report, based on up-to-date financial statements (Articles 58–61 FusG). Additionally, all steps required to meet the incorporation requirements of the new legal form (Art. 57 FusG) must be initiated.
In accordance with Art. 62 FusG, the conversion balance sheet, the conversion plan, and the conversion report must be audited by a licensed audit expert. The independent auditor must issue a formal opinion confirming that the legal requirements for conversion are met – in particular, the incorporation provisions – and that the rights of the shareholders are preserved in the new structure.
The Merger Act provides a simplified conversion process for small and medium-sized enterprises (SMEs), if all shareholders unanimously waive the preparation of a conversion report, the audit of the conversion balance sheet and conversion plan, and the inspection procedure (Articles 61 para. 2, 62 para. 2, and 63 para. 2 FusG).
However, according to Art. 57 FusG, the incorporation requirements for an company limited by shares (AG) still apply. This means that a founder’s report, analogous to Art. 635a CO, must still be prepared and audited – similar to the requirements of the report on a qualified incorporation in analogy to Art. 635a OR
As a licensed audit expert, PRÜFAG will provide you with professional support as an independent conversion auditor.
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Change in legal form – the next step for your company
Converting a GmbH into an AG is often a logical next step – for example, when a business is growing, when a broader capital base is needed, or in preparation for a generational transition. Companies limited by shares also carry a higher level of prestige, which can be an advantage when dealing with investors and business partners.
The company remains – only the legal form changes
When changing its legal form, the company continues as the same legal entity. This means existing contracts, rights, and obligations remain unchanged. However, this step comes with formal requirements, particularly relating to the balance sheet, conversion report, and audit obligations.
Well prepared thanks to an independent audit
For a legally compliant change in legal form, it is essential to prepare certain documents – including the most recent balance sheet and a detailed conversion report – which must be audited. That is where PRÜFAG comes in: as a licensed audit expert, we carry out this audit independently and confirm that all legal requirements are met and that shareholder interests are protected.
Even when the simplified procedure applies for SMEs, a founder’s incorporation report must still be prepared and audited – just as in a qualified incorporation.