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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
25 June 2025
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 the acquisition of companies with no assets in order to circumvent legal requirements, its