Prohibition on the transfer of dormant companies and its consequences on economic freedom: the new articles 684a and 787a of the Swiss Code of Obligations

Prohibition on the transfer of dormant companies and its consequences on economic freedom: the new articles 684a and 787a of the Swiss Code of Obligations

As of January 1st, 2025, articles 684a (for public limited company) and 787a (for limited liability companies) of the Swiss Code of Obligations prohibit, on pain of nullity, the transfer of dormant companies intended to circumvent the rules on the establishment or liquidation of companies. While this reform legitimately targets certain abusive practices, in particular…