I’m in a tricky spot with a small tech startup Sàrl I founded in Switzerland last year. I transferred half the shares to a third country partner from asia under a shareholders’ agreement that included soft commitments like building projects, seeking funding, paying a small monthly basic salary to me until we got investment, and building operations here.
What actually happened:
No real projects or hiring started (lots of delays and strategy changes).
The partner suggested moving the office to a shared business centre space for visibility, so we signed a year long lease (ends late this year, monthly rent applies, paid up to Frühling).
Only about 15% of the initial capital is left, so we’ll be short on office rent for the next 5 months or so before the lease ends.
Partner reluctant to inject more money, even as a loan. He just doesn’t seem interested in doing anything. Don’t know his real intentions but it sounds like he is involved in something sinister as he is using this company just to show he has a branch in a top location.
Seeking grants or funds from vc option was denied by him.
Now they want to buy my shares at nominal value and hire a nominee director to continue, but I’m worried about personal liability as the sole resident director. My lawyer advised resigning, but I don’t understand how that works with a non-resident partner. I want a clean exit without subsidizing costs. Also, how does it work if the initial capital has dropped significantly due to no revenue and ongoing costs—could that prevent the share transfer from going through?
Questions:
Can I sell shares and resign safely, ensuring Swiss resident director requirement is met?
If they don’t cooperate on funding/liquidation, can I force closure without their full consent (based on vague SHA clauses about no viable revenue )?
Best low-risk path to protect myself legally/financially? Any immediate steps like interim accounts sheet?
Thoughts on negotiating them to fund the lease via subordinated loan before transfer?
No SHA call options, equal split so I can’t pass major resolutions like liquidation on my own. I’m kinda stuck with this fraud person. Appreciate any high-level advice—I’m consulting a lawyer but forum insights helpful.
Register your resignation in the Handelsregister, then you are officially gone.
I doubt you need to care whether they replace you with a Swiss or not, gone is gone but you need to check with a lawyer about possible future liability.
If the firm does not have a Swiss director then they will have to close.
You will need your partner to agree to your resignation to have a clean break unless that is covered in the shareholders agreement.
I assume there are two managers, one resident and one not. You can resign as a director at any time by sending a registered letter to the official address of the sarl. You send a copy to the Companies Register and they will remove you from the register. You have a unilateral right to do it. It doesn’t matter if the other managers are abroad.
What happens next: after a reasonable time (a couple of months) the register sends a letter to the company address asking the other director to fix the issue by naming a new resident director. After this deadline passes, the register will ask a court to liquidate the sarl. But this does not affect you.
For the sarl shares, you cannot transfer them without a notary, as the receiving party must also accept them. But this does not cause you a problem as such, if you have no longer a financial interest, the worse is that they fall to zero.
Perhaps before resigning worth obtaining some documents, such as annual accounts and the bank statements after the last one. And the notes of the last annual stakeholders meetings.
I would follow the advice of the lawyer, but I think the longer you stay the worse it would become.. eg if there is only 15% of the capital left, you have a duty to notify a judge about a potential overdebtness problem. The lawyer would advise best, each canton has slightly different processes.
For personal liability, only if VAT or AVS-AHV has not been paid managers may be personally liable.
My lawyer has advised me to try to cancel the office lease if possible and then resign. According to the lawyer, my duties end as soon as I resign. Neither of us has any obligation to buy or sell the other’s shares.
Around 85% of the money we invested went toward reimbursing registration costs, salaries, AHV contributions, office deposit, and rent. The office lease cannot be terminated before the end of the contract unless we find a new tenant. The only other option would be for me to pay the remaining rent myself and then cancel the lease.
The office lease is the only liability. In fact, the landlord is not willing to extend the lease beyond the current term, as they are aware of the situation.
I have already stopped taking my salary for the past few months. He seems to have been waiting for this, knowing that I have no other job or income, and is now using this situation to pressure me into leaving without any compensation.
I believe his plan is to force me out, take my shares (for free), and then possibly engage in questionable activities with the company. Because it just doesn’t make sense for someone running a decent size company aboard to come start a new office here and not do anything. I started suspecting his intentions as he denied me from seeking funds from VCs etc. He just doesn’t want any authorities get involved in this. He kept dodging project citing lame reasons for months. He wouldn’t even transfer any of the projects here. At the same time he is showing off this Swiss office as one of the important branches of his company.
I don’t want to lose the money and time I have invested, but at the same time, I want to ensure he cannot do this to others in the future. I would even consider transferring my shares to the Canton or a government authority if that would prevent him from carrying out his plans.
So you got yourself into a sticky situation and rather than following the advise of a qualified local lawyer, you want advise from random foreigners on the internet… what could possibly go wrong…
As a former insolvency practitioner and someone who has been involved in the investigation of some well know fraud cases, I’ll make it very clear for you - you have one objective get yourself out of that situation and that means following your lawyers advice, not fishing for opinons on the internet.
The past is exactly that and you can’t change it, what happens in to then in the future is not your problem. So forget about recovering money, forget about protecting others and get the hell out of there.
And don’t post about this stuff on the internet or you may end up implicating yourself in something else unknownly.
thanks Bob for the advise. Even after spending money on the lawyer, it was not clear what happens after I resign because there is no other manager for this company. The other guy is not the director or swiss resident. Would the company registrra accept my resignation? What should I do with the bank account, office keys etc? Can I send the keys to the business centre’s building manager. But what should be the sequence- send the resignation to the office address with bank statements, p&l, balance sheet etc…; fill the forms at company registrar and then send the keys to the building management?