The closing of financial statements is often associated with complexity, stress, and tight deadlines. That’s the time when fiduciaries must reconcile financial records, finalise balance sheets, review asset depreciation, and manage a lot of other critical tasks.  

Quite often, during the preparation process, you can find out that your client lacks the necessary legal documents. At this point, things get even more difficult, as without some contracts, it’s impossible to verify financial data accurately.  

In this article, we will share with you the legal documents that are essential for the timely closure of the annual financial statements, the key points to cover in them, and the online contract templates that will help you. 

Subordination agreement 

If the company is in a state of over-indebtedness, or when its assets do not cover ½ of the nominal capital and legal reserves, it should ideally file for bankruptcy. If it does not do so, the director may be held personally liable for any future accumulated losses.  

To avoid this, the creditor may sign a subordination agreement. With this document, it’s possible to:  

• Delay repayment of the debt until the improvement of the company’s financial situation; 

• Prevent the creditor from claiming and the debtor from voluntarily repaying or compensating the debt; 

• Allow interest to accrue without payment while the debt is subordinated; 

• Prioritise repayment to other creditors in case of the company’s bankruptcy.  

 
The best time to create the subordination agreement is at the beginning of the year while closing the financial statements.  

Key points to cover in the subordination agreement 

While preparing the contract for the subordination of claims, you’ll be asked to include the following information: 

• The date when the debt amount is recorded; 

• The origin of the debt, its currency, and amount; 

• The subordinated amount, its currency, and suspension or waiver of interest. 

Subordinated loan agreement  

When the company is facing excessive debt and wants to get an additional loan, it can enter into a subordinated loan agreement with a shareholder or related party to secure the necessary funding. This contract focuses specifically on outlining a supplementary loan, its subordinated amount as well as the conditions under which it will be paid back. Thanks to the subordinated loan agreement, it’s possible to:  

• Allow the borrower to access additional capital despite existing debt; 

• Delay repayment of the loan until the improvement of the company’s financial situation. 

The best time to create the subordinated loan agreement is at the beginning of the year while closing the financial statements. 

Key points to cover in the subordinated loan agreement 

Once you come to the preparation of the subordinated loan agreement, you should include the details about: 

• The amount of the loan, its currency, and the date from which it is granted; 

• The subordinated amount and its currency. 

Additionally, it’s possible to specify a precondition. But this point is rather optional and is used when a lender wants to ensure that certain conditions are satisfied before granting the loan. 

Shareholder’s borrowing agreement 

In reverse, if a shareholder owes a debt to the company (for example, a loan, personal invoices paid by a company card, etc.), the tax administration may request a shareholder’s borrowing agreement. This document clearly states loan details and allows parties to:  

• Settle financial obligations; 

• Outline the repayment terms; 

• Apply a minimum interest rate, which is recalculated annually. 

The best time to create the shareholder’s borrowing agreement is at the beginning of the year while closing the financial statements. 

Key points to cover in the shareholder’s borrowing agreement 

During the creation of the shareholder’s borrowing agreement, it’s necessary to add the loan specifics such as: 

• The borrowed amount, its currency, and the date from which it is granted; 

• The deadline by which a borrower is expected to repay the loan; 

• The interest rate applicable to the loan and the frequency of its payment. 

Additionally, parties can add the precondition details, as well as the bank accounts into which the loan shall be paid and repaid.  

 
Minutes of the annual general meeting 

Within 6 months from the end of the financial year, the financial statements must be approved by the shareholders’ meeting. Following that, the AGM minutes must be prepared and signed. This document serves as the official record of the approval process and financial decisions made during the meeting.  

 
Please note that the company is required to sign AGM minutes even if it has only one shareholder. 

The best time to create AGM minutes is once the annual general meeting has been held.  

Key points to cover in the minutes of the annual general meeting 

The AGM minutes must provide a detailed summary of the main discussions, decisions, and resolutions made during the meeting. Consequently, it’s necessary to include the information regarding: 

• The place, date, and time of the meeting; 

• The minimum percentage of members or shareholders that need to be present for the meeting to be valid; 

• Meeting chairman, secretary, and auditor; 

• The approval of the financial statements, legal reserves, dividends, and carry forward; 

• General record of the board of directors. 

Opposition to tax decision 

If a company hasn’t filed its tax return by the deadline, the tax administration may issue a discretionary tax decision, potentially resulting in excessive penalties. In this situation, the taxpayer has only 30 days to submit a written and motivated opposition, together with the tax return itself. The document enables the company to: 

• Contest the discretionary tax decision and possibly reduce excessive penalties; 

• Correct the tax assessments to ensure accurate reporting of tax liabilities in the financial statements. 

The best time to prepare the opposition to tax decision is immediately upon receiving the tax decision. You have 30 days to file your opposition. Failure to do so will result in penalties.  

Key points to cover in the opposition to tax decision 

To correctly file the opposition, you should cover such points as: 

• The tax decision; 

• Elements of taxation; 

• Elements of the declaration. 

Please note that during the preparation of the opposition, it’s important to cite the correct federal and cantonal laws on tax procedure.  

Using online contract templates on AdminTech, you can create: 

Réclamation contre taxation d’office pour Genève (personne morale); 

Réclamation contre taxation d’office pour Genève (personne physique); 

Réclamation contre taxation d’office pour Vaud (personne morale); 

Réclamation contre taxation d’office pour Vaud (personne physique). 

Prepare your contracts easier and faster with AdminTech’s dynamic contract engine  

Have you discovered that your client is missing an important document? There is no need to worry. You can easily create the needed legal paper with AdminTech’s online contract templates. The only thing you need to do is to get all the required details from your client and then enter them into the fields. Our dynamic contract engine will automatically adapt the contract and ensure that it complies with Swiss legal standards. 

If the information is still incomplete, you can start by creating a draft and finalise the document once all the details are in place. In addition to this, you can easily modify the contract without the need to start it from scratch. But please note, these features are only available when you have a subscription.  

Learn more about the subscription  

AdminTech team is always ready to help you with legal agreements and ensure their legal compliance 

Any Swiss or foreign company that dismisses an employee employed in Switzerland must comply with the following rules: 

1. Notice of termination is strictly regulated by law. 

2. Abuse of a fixed-term contract may result in its requalification as a permanent contract. 

3. In addition to the duration of the notice, there are questions about the form of notice, how it is received and the grounds for dismissal. 

4. Employees are protected against dismissal in certain cases, such as illness or pregnancy, and for fairly long periods. 

5. Dismissal may be wrongful, even if the legal time limit is respected, and the employer may therefore be held liable. 

Human resources professionals who draw up contracts and deal with employee complaints, whether they work in-house for the company or as external consultants, are also affected. 

What’s more, private individuals who hire household staff, such as domestic help, nannies or gardeners, also need to be aware of the applicable legal regime and the associated risks. 

Main legal rules 

In this section, we will look at the main rules to be observed when terminating a permanent contract under Swiss law: 

• Minimum termination leave does not apply during the probationary period, with shorter leave often stipulated during the probationary period. 

• Open-ended contracts can be terminated with the minimum leave prescribed by law, but longer leave can be agreed by the parties. 

• The same leave must apply to two parties. Where the parties stipulate different leave entitlements for the employer and the employee, the longer of two applies for both parties. 

• Termination leave only takes effect for the end of the month in which the last day of leave falls. For example, a one-month notice of termination served on 15 July will end the contract for 31 August. 

• The minimum notice of termination set by law depends on the employee’s length of service: 
  • Except for the trial period, this leave is one month. 
  • It is 2 months from the 2^nd year of service. 
  • It is 3 months from the 10^th year of service. 

• Leave may be given verbally, unless otherwise stipulated in the contract. 

• The employer is not obliged to give the reason for dismissal, unless the employee requests it. In this case, the reason must be communicated in writing. 

• In the event of the employee’s illness or accident occurring during the termination period, the dismissal leave given by the employer is suspended, but not the resignation leave given by the employee. 

• In certain cases such as illness, accident or pregnancy, the employee is protected against dismissal for a certain minimum period, and thus cannot be dismissed. Thus, if the illness occurred before, a dismissal leave cannot be notified during a protection period, up to: 
  • 30 days during the first year of service. 
  • 90 days from the 2^nd to the 5^th year of service. 
  • 180 days from the 6^th year of service. 

• In certain other cases, a dismissal may be considered unfair, leading to the employer’s liability, even if the time limit is respected. 

• The possibility of immediate dismissal in exceptional circumstances is reserved. 

Please note: although fixed-term contracts do not require notice of termination to expire at the agreed date, there are exceptions: 

• If a chain of fixed-term contracts is concluded in such a way as to deprive the employee of his rights, in an abusive manner, a requalification as a permanent contract by the judge is possible. 

• In addition, a fixed-term contract tacitly renewed by the parties becomes an open-ended contract. 

Now that you have familiarised yourself with the main rules governing termination of a permanent contract, here are some recommendations to help protect you as an employer: 

• If you enter into successive fixed-term contracts with the same employee, make sure you can justify this approach on the basis of objective needs. 

• Don’t forget to stipulate a trial period for new employees, with a greatly shortened leave period, which you can choose from our sample employment contracts. 

• Pay close attention to the notice periods, the form of notice agreed in the contract, and ensure that the employee has received it (e.g. by sending the duplicate by email or delivered by hand) and keep any written records for the good order of the file. 

• If necessary and possible, agree an amicable termination with the employee, even if you respect the leave entitlement. This allows you to settle any other questions about salary, bonus, expenses, holiday and overtime compensation, as well as any monetary claims by either party. 

In just 3 minutes and for just CHF 49 per template, you can have your own personalised employment contract, drafted in real time and ready to sign. 

The trial period applies to all companies, whether Swiss or foreign, employing staff in Switzerland. This period is subject to major restrictions for all of the following reasons: 

1. Because there are situations in which other means must be used instead of the trial period. 

2. Because the trial period allows not only the employer to assess the employee’s skills, but also the employee to terminate the contract prematurely if he or she is not satisfied, and the time limits are equal for both parties. 

The legal rules surrounding the probationary period in Switzerland are crucial for human resources professionals who have to draw up contracts and deal with employee complaints, whether they work in-house at the company or as external consultants. 

It’s also worth noting that private individuals who hire household staff (cleaners, nannies, gardeners), especially as the legal regime doesn’t change compared with a large company, so you have the same risks and needs. 

Main legal rules 

As far as the legal rules governing the trial period in Switzerland are concerned, here are the main ones: 

• The trial period in an open-ended contract (CDI) is one month, unless otherwise stipulated by the parties, but may never exceed 3 months. Thus, the absence of information on the trial period in the contract results in a trial period of one month by law. 

• In a fixed-term contract (CDD), the law only sets a maximum of 3 months for the trial period, but it must be provided for contractually. Otherwise, no statutory trial period applies. 

• The trial period only applies to new employees or, very exceptionally, to those promoted to a position requiring significantly altered responsibilities, again justifying a trial period. On the other hand, it is not possible to apply a trial period to a freelancer who has become an employee for the same tasks, or for an open-ended contract concluded subsequently to an old fixed-term contract. 

• The trial period is suspended and extended when the employee is absent due to illness, accident or the fulfilment of a legal obligation, but no extension applies due to holidays taken during the trial period. 

• During the trial period, the contract may be terminated without cause, by either party, with 7 calendar days’ leave. The parties may, however, provide for no leave, shorter leave or longer leave. 

• It is also possible to dismiss an employee who is pregnant, ill or unable to work during the trial period. 

• However, and in exceptional circumstances, dismissal during the probationary period may be considered unfair, as the purpose of the probationary period must be taken into account. 

To optimise working relationships, we recommend that you follow the recommendations below: 

• When taking on a new employee, consider agreeing a 3-month trial period or using a fixed-term trainee contract for a longer period, which frees you from the obligation to continue the employment relationship if you are not satisfied. 

• If you are not at all sure of the candidate’s abilities, particularly if they have no professional experience, give priority to a trial contract to assess their skills without any commitment. 

• If you are promoting an employee, consider carefully whether a further trial period is justified by exceptional circumstances. If you’re not sure, it’s best to agree with the employee to end their existing contract and enter into a fixed-term contract for a new position. 

• Also consult the UNIA website to find out whether there is a CLA with specific rules on probationary periods: https://www.service-cct.ch/ 

• Don’t miss the deadline for giving notice of termination during the trial period. After the last day of the trial period, the notice of termination will be at least 1 month for the end of the month in a permanent contract, and the fixed-term contract will have to be respected until its end. 

In just 3 minutes and for just CHF 49 per template, you can have your own personalised employment contract, drafted in real time and ready to sign. 

Sellers of professional or private goods in Switzerland are affected by this issue, whether they are selling to consumers or businesses, for all of the following reasons: 

• Because consumer law gives more rights and protection to private consumers 

• Because the seller assumes certain objective responsibilities, even without any fault whatsoever 

• Because a sale, especially a distance sale, involves the issues of re-invoicing taxes, customs duties, costs and insurance. 

• Because the greatest risk for the seller is not being paid, when ownership of the good has already been irrevocably transferred. 

• Because the manufacturer, retailer and resellers each bear their own responsibility on a case-by-case basis in the distribution chain. 

Owners of websites offering goods for sale or resale in Switzerland are also affected by this issue, as data protection rules are added to the sales rules and are strictly regulated. These rules must be included in the general terms and conditions of sale (GTCS). 

This also applies to any private individual who sells second-hand goods privately, since the seller’s liability is not reduced depending on whether he or she is a professional or not. 

What is a sales agreement and what types are there? 

Sales contracts vary according to: 

• Form: an oral sales contract is possible, and many are often concluded, for example in the shop, but written contracts are recommended for distance transactions or for large sums. 

It should be noted that acceptance of the general terms and conditions of sale (GTCS) online is legally equivalent to a contract, even if it is not “in writing” as such. 

We also offer you a model of the general terms and conditions of sale which can be applied to any sale other than those ordered on a website, and which allows you to conclude only very brief sales contracts, with reference to the GTCS.  

• Territory: a distinction is often made between a contract of sale in the same country (without crossing the border) and an international contract of sale. This model allows you to deal with the issues of exporting and importing, re-invoicing customs duties, import VAT and other questions frequently asked in international trade. 

• More commonly used by private individuals, the vehicle sales contract is used to sell a new or used car, and thus to specify known defects, the last inspection, or even to impose prior work or modifications. 

• Finally, it is possible to sell only subject to the fulfilment of a certain condition. The property is leased to the buyer on a trial basis, against rent or, more generally, free of charge, until such time as the buyer decides whether or not to buy the property back. 

Alternatively, the foregoing may be formalised by a contract for the lease of the assets without any real commitment to repurchase, with a subsequent contract of sale that may be entered into by the parties.

• The status of the seller: goods are often marketed not by the seller himself or by retail dealers, but by agents, distributors, business introducers or brokers. For sales in the name and on behalf of the seller, in return for commission, we offer you a model business provider contract. 

What are the main mistakes that salespeople can make and how can they avoid them with AdminTech? 

If the seller does not draw up a good contract of sale, here are the various errors that can occur:  

• Unclear or insufficient description of goods and their characteristics:  

It is not necessarily useful to include all the technical details of the goods for sale in the legal text, especially if it is a catalogue. What is more practical, and what we suggest in our templates, is to provide only a brief description, while adding a detailed appendix to avoid any misunderstanding. 

• Abuse and misunderstanding of Incoterms:  

Established to facilitate international sales, Incoterms identify the obligations and responsibilities of the parties, particularly with regard to transport, delivery and insurance. However, these terms are often confused, not clearly understood by both parties, or the version of Incoterms used is not up to date. For this reason, our templates allow you to select the responsibilities and duties of each party one by one, without ambiguity. 

• Omissions in respect of taxes, customs duties, insurance and other charges: 

Sales contracts often state only the total price, without even specifying whether this price is exclusive of tax (excluding VAT) or inclusive of tax (including VAT), whether customs duties may be charged in addition, who bears the cost of transport and insurance, if applicable, and for what amounts. Our templates address all these questions, depending on the type of sales contract you have chosen. 

• Insufficient specification of deadlines and means in the event of delays:  

The parties often fail to specify whether the deadline is strictly necessary or indicative. Our models allow you to specify whether the deadline cannot be exceeded at all, allowing cancellation in the event of the slightest delay, or to stipulate a penalty for delay in order to encourage the seller to perform his obligations to the best of his ability. 

As with sales deadlines, payment deadlines need to be fairly precise. Our models are so flexible that they allow you to pay according to an instalment plan, or to pay the guarantee instalments before the sale. 

• Defect detection: 

Defects can occur suddenly through no fault of the seller, which does not remove his liability, but the parties often fail to provide rules on how to deal with these situations.  

Our models allow you to prioritise certain measures over others, for example repair rather than cancellation of the sale. You can also limit the seller’s maximum liability, set a final deadline for reporting any defects or, on the contrary, offer additional guarantees. 

• Neglecting the risk of default:  

Not only is this the most common risk for any seller, but because ownership has already been transferred, the seller is often in a precarious position. At the very least, you should make use of the following options, which we suggest: fixing payment reminder fees and interest on arrears. However, the best solution is to provide a sufficient advance deposit, which is also possible with our sales contract templates. 

• Not preparing general terms and conditions of sale for sales to consumers: 

Firstly, they have more rights than professional buyers. Secondly, written contracts are often not concluded or negotiated with consumers – these oral sales leave ambiguity as to the rights and obligations of the parties. So having terms and conditions available, even if they are posted on your website or over the counter, improves the protection of your rights as a seller and gives you clarity and security in your dealings with customers. 

To create a more robust sales contract, we recommend using the AdminTech online contract builder. 

Incoterms (or International Commercial Terms) are a set of three-letter terms that are used in international commerce as definitions of the responsibilities of both parties during the delivery of goods. These terms seem to serve as a common language that provides clarity between buyers and sellers from different countries.  

The seven Incoterms 2020 rules for any mode(s) of transport are: 

EXW – Ex Works 

This Incoterm means the seller’s responsibility is only to pack the goods and make them available for the buyer. At the same time, costs and risks associated with transporting the goods are up to the buyer.  

FCA – Free Carrier 

The term under which the seller fulfills the responsibility of making the goods available for delivery to the agreed place (or person) whether it is the buyer’s means of transport or carrier. According to the risks, once the goods are available for pick-up, all threats are upon the buyer.  

CPT – Carriage Paid To 

Under this circumstance, the seller is responsible for delivering the goods to the carrier, another person, or a defined place. The seller is in charge of export clearance and arranging transportation to the agreed point. After handling the product over to the carrier, the duty is on the seller.  

CIP – Carriage and Insurance Paid To 

This Incoterm has a somewhat similar definition to CPT as the seller is also obligated to deliver the goods to the carrier, another person, or a defined place. However, the additional point here is that the trader is responsible for obtaining insurance against the buyer’s risk of loss or damage during transportation. 

DAP – Delivered At Place 

In the situation of DAP, the ordered products are considered to be delivered once they have reached the final destination where the buyer should get the parcel. Until this time, the seller is responsible for any damage that may happen.  

DPU – Delivered at Place Unloaded 

Under this rule, the seller is liable for any threats that may happen not only during the process of transferring the products but also at the time of unloading. So, in case of damage, it’s up to the seller to cover the expenses.  

DDP – Delivered Duty Paid 

This term means that the seller is responsible for all transferring costs as well as for export clearance. According to the receiver, he or she should get the parcel, and pay for insurance, as well as for any defects during the unload.  

Can the parties use Incoterms 2010, instead of the renewed versions? 

Yes, Incoterms 2010 can be used during the cooperation. However, to avoid any kind of confusion, all parties have to agree to use the same rules.  

To prevent issues, parties should have a mutual understanding of the outlined terms and conditions. In case of any kind of uncertainty, it’s advisable to seek legal advice or consider updating the contract to align with a common set of Incoterms. 

Our sales agreement templates digest the rights and obligations under said Incoterms in comprehensive language. 

In the world of service and work providers, drawing up a robust contract is essential to ensure that your rights are protected. This subject concerns providers of services and work carried out in Switzerland or offered to clients in Switzerland, and covers the following rules: 

• Service contracts can involve a long relationship, clothed in trust, interdependence and heightened expectations. 

• The extent of fees can vary from project to project, and according to unforeseeable circumstances, and this point leads to most disputes between the parties. 

• The service provider often incurs additional costs and the cost of materials to be re-invoiced to the customer, and the method of re-invoicing must be clear. 

• Default of payment happens very often in service contracts, and you need to protect yourself, especially when payment is in arrears during work that has already begun but not yet been completed. 

• Providing services raises other legal issues, including confidentiality, liability for subcontractors, and the design and assignment of intellectual property. 

• A service contract is not exhaustively regulated by law, so a good contract is a must. 

Any website owner offering online services in Switzerland, also because the rules on data protection are in addition, and are strictly regulated, all to be regulated in the General Terms and Conditions of Sale (GTCS). 

What is a service contract and what types are there? 

Service contracts vary according to the following: 

• Form: an oral contract is possible, and many are often concluded, for example in the shop or by calling a technician, but written contracts are recommended for long-distance transactions, for long periods or for large sums. 

It should be noted that acceptance of the general terms and conditions of sale (GTCS) online is legally equivalent to a contract, although it is not “in writing” as such.  

• Duration: service contracts can be concluded for a very short term, with a fixed duration, or provide for fairly rapid, even instantaneous, execution of the service. To this end, we offer in particular a one-off project or service contract, perfect for carrying out on-site work, removals, one-off cleaning, on-site repairs or calibration. It can also be used to carry out projects, whether tangible or intangible, such as software development or the design of an architect’s plan, up to a certain date or in successive stages. 

• Where successive projects or stages form part of a longer relationship, which is often subject to change, we suggest entering into a single Master Services Agreement which governs all legal matters, to be supplemented by brief Project Assignments which describe only the scope of the project, the timescale and the price.  

• For services of the same type that you offer to several customers under the same conditions, you can draw up only one estimate of services, a proposal to be countersigned by the customer, with optional reference to general conditions. 

• If similar services are to be provided on a regular or on-demand basis, a consultant contract is your perfect choice. Whether an individual or a company, the consultant undertakes to perform services, either at the hourly rate or at the specific prices and deadlines for each type of service (service package). 

• When you perform services that materialise and involve the transfer, examination or modification of movable or immovable property, this is the contract of works whereby the service provider is also liable for defects. 

When you perform services that materialise and involve the transfer, examination or modification of movable or immovable property, this is the contract of works whereby the service provider is also liable for defects. 

What are the main mistakes service providers can make and how can they avoid them with AdminTech? 

To avoid common mistakes when drawing up a service contract, it is important to pay attention to the following key points:  

• Unclear or insufficient description of services or works and their characteristics. In fact, it is not necessarily useful to specify all the technical data of the services to be performed, in the legal text. What is more practical, and what we suggest in our templates, is to make only a brief description, while adding a detailed appendix to avoid any misunderstanding. 

• No clear agreement from the customer on the final price. In practice, contracts often provide only an hourly rate, without giving an estimate of hours, or a simple estimated quote, without committing to a firm price. Our templates allow you to provide more details on how the price is calculated, paid, guaranteed and adjusted if necessary as the work progresses. 

• Neglecting to re-invoice costs. Whether it’s a consultant, architect, technician or IT specialist, every service provider incurs a number of costs in carrying out their work. Although the service provider bears these costs personally, it is sometimes necessary to re-invoice them to customers, especially the cost of materials or expenses incurred at the customer’s express request. Our templates allow you to re-invoice actual, fixed or variable prices. 

• Inadequate description of deadlines. With our templates that allow you to provide for single or successive deadlines, precise or estimated, with or without an obligation to tolerate a slight delay, you can better agree your obligations and formalise the customer’s expectations. 

• Absence of means of proof of performance and means of review of services. In principle, the customer only undertakes to pay according to satisfaction. In addition to a clear and detailed description of the services, our templates allow you to provide for how the services are submitted to the customer for review, and within what timeframe the customer must report a defect. 

• Do not limit the liability of the service provider. Even slight negligence can result in unforeseeable and unbearable damages. Our models, which are in line with current practice, give you the option of limiting your liability to the amount of fees actually paid during a certain period prior to the dispute. 

• Neglecting the risk of payment default. Not only is this the most common risk for any service provider, but if the services have already been started or performed, the provider is often in a precarious situation. You should therefore use the following options, which we suggest: set the costs of payment reminders, interest on arrears, provide for a guarantee deposit and set the length of delay tolerated before services are suspended. 

To avoid these mistakes, use the AdminTech online contract builder to create a robust works or project contract.