Corporate boards. There are no laws

Corporate boards. There are no laws authorizing private firms to limit or prohibit foreign investment or
participation. The board of directors of a company registered in Switzerland must consist of a majority of
Swiss citizens residing in Switzerland. At least one member of the board of directors authorized to
represent the company (i.e., to sign legal documents) must be domiciled in Switzerland. If the board of
directors consists of a single person, this person must have Swiss citizenship and be domiciled in
Switzerland. Foreign controlled companies usually meet these requirements by nominating Swiss directors
who hold shares and perform functions on a fiduciary basis. Mitigating these requirements is the fact that
the manager of a company need not be a Swiss citizen and company shares can be controlled by foreigners
(except for banks). The establishment of commercial presence by persons or enterprises without legal
personality under Swiss law requires an establishment authorization according to cantonal law. The
aforementioned requirements do not generally pose a major hardship or impediment for U.S. investors.
Hostile takeovers. Swiss corporate shares can be issued both as registered shares (in the name of the
holder) or bearer shares. Provided the shares are not quoted on the stock exchange, Swiss companies may
in their articles of incorporation impose certain restrictions on the transfer of registered shares to prevent
unfriendly takeovers by domestic or foreign companies (article 685a of the Code of Obligations).
Unwelcome takeovers can also be warded off by public companies, but legislation introduced in 1992 has
made this practice more difficult. Public companies must now cite in their statutes significant reasons,
relevant for the survival, conduct and purpose of their business, to prevent or hinder a takeover by an
outsider. As a further measure, public corporations may limit the number of registered shares that can be
held by any one shareholder to a certain percentage of the issued registered stock. In practice, many
corporations limit the number of shares to 2-5% of the relevant stock. Under the public takeover provisions
of the Stock Exchange and Securities Law (for which the implementing decree entered into effect in 1997), a
formal notification is required when an investor purchases more than 3% of a Swiss company’s shares. An
“opt out” clause is available for firms which do not want to be taken over by a hostile bidder, but such opt
outs must be approved by a super-majority of shareholders and well in advance of any takeover attempt
(i.e., not to thwart an attempt already launched).
A reform of the corporation tax – implemented in early 2009- reduces levies on dividends to investors with
a stake of at least 10 per cent. They are no longer taxed in full, but only at the rate of 50 per cent for
commercial investments and 60 per cent for the private sector.
Banking. The Swiss Federal Banking Commission (EBK), the Federal Office of Private Insurance and the
Anti-Money Laundering Control Authority were merged in January 2009 to form the Swiss Financial
Market Supervisory Authority (FINMA). This new body aims to restore confidence in the financial markets
and protect customers, creditors and investors.
Those wishing to establish banking operations in Switzerland must obtain prior approval from FINMA.
This is granted if the following conditions are met: reciprocity on the part of the foreign state; the foreign
bank’s name must not give the impression that the bank is Swiss; the bank must adhere to Swiss monetary
and credit policy; a majority of the bank’s management must have their permanent residence in
Switzerland. Otherwise, foreign banks are subject to the same regulatory requirements as domestic banks.
Banks organized under Swiss law have to inform FINMA before they open up a branch, subsidiary or
representation abroad. Foreign or domestic investors have to inform FINMA before acquiring or disposing
of a qualified majority of shares of a bank organized under Swiss law. In case of exceptional temporary
capital outflows threatening Swiss monetary policy, banks can be obliged to seek approval from the Swiss
national bank to issue foreign bonds or other financial instruments that would cause capital outflow.
Beginning January 1, 2009 - government protection of current accounts held in Swiss banks was raised from
SFr. 30,000 to SFr. 100,000

Результаты (русский) 3:

Корпоративных системных плат. В стране не существует законов санкционирования частных фирм для ограничения или запрещения иностранных инвестиций или
участия. В совет директоров компании, зарегистрированной в Швейцарии, должен состоять из большинства
швейцарских граждан, проживающих в Швейцарии. По крайней мере один из членов совета директоров в
представляют собой компании (т.е.подписать юридические документы) должны быть проживающий в Швейцарии. Если в системной плате
директоров состоит из одного человека, это лицо должно иметь Швейцарское гражданство и проживающий в
Швейцарии. Иностранных контролируемых компаний обычно удовлетворения этих потребностей путем назначения швейцарских директоров
, держать акции и выполнять функции по фидуциарной основе. смягчения этих требований является тот факт, что