Legal
Terms and Conditions
Version of 8 November 2026
Swiss Firm Consultancy GmbH, General Terms and Conditions.
1. Scope
1.1 These General Terms and Conditions (“Terms”) apply to all services provided by Swiss Firm Consultancy GmbH, Obere Fischbachstrasse 2, 8932 Mettmenstetten, Switzerland (“SFC”, “we”) to its clients (“Client”, “you”).
1.2 Individual agreements, such as an engagement letter or a purchase agreement, take precedence over these Terms where they differ.
1.3 General terms of the Client do not apply, even if we do not object to them.
2. Engagement
2.1 A mandate is concluded when we confirm it in writing (e-mail is sufficient) or when both parties sign an engagement letter.
2.2 The scope of our services is defined by the mandate. Descriptions on our website are general information and do not form part of a mandate unless the mandate refers to them.
3. Nature of our services
3.1 Our services are provided as a mandate under Art. 394 et seq. of the Swiss Code of Obligations (CO). We perform them with due care. We do not guarantee a specific result.
3.2 Registrations, approvals, bank account openings and similar steps depend on decisions of authorities, commercial registers, notaries, banks and other third parties. We have no influence on these decisions or on their timing. Time frames we give are estimates.
3.3 We may involve qualified third parties, such as notaries, auditors or other professionals, where the mandate requires it. Where possible, we inform you in advance.
3.4 Unless agreed otherwise in writing, our services do not include legal representation in court, tax advice for your personal situation or audit services.
4. Your obligations
4.1 You provide us in good time with complete, correct and up-to-date information and documents that we need for the mandate.
4.2 You inform us without delay of any changes that may affect the mandate, in particular changes concerning shareholders, directors, beneficial owners, the business activity or the address of the company.
4.3 You are responsible for the consequences of incorrect, incomplete or late information. Additional work caused by it is charged separately.
5. Client identification and anti-money laundering
5.1 We are subject to the Swiss Anti-Money Laundering Act (AMLA). Before and during a mandate we identify the Client, the beneficial owners and, where required, other persons involved, and we clarify the background of the business relationship.
5.2 We may request additional documents and information at any time.
5.3 We may refuse a mandate, suspend our services or terminate a mandate if the required identification or clarifications cannot be completed, or if we have reason to believe that the business relationship serves an unlawful purpose. In such cases we are not obliged to state reasons, to the extent permitted by law.
5.4 We keep the documents required under AMLA for at least ten years after the end of the business relationship (Art. 7(3) AMLA).
6. Specific services
6.1 Company domicile
6.1.1 The domicile service includes the use of our address as the registered address of your company, receipt of mail, scanning of mail within 24 hours and forwarding of mail as agreed in the mandate.
6.1.2 The domicile agreement runs for one year. Either party may terminate it with one month’s notice, unless the mandate states otherwise.
6.1.3 If we end the domicile service, we inform you at least one month in advance. You must arrange a new registered address for your company and have it entered in the commercial register before the end of our domicile is published. If you do not, we may notify the commercial register that the domicile has ended.
6.2 Resident director
6.2.1 A director appointed through us acts within the limits of the law, the articles of association and the agreed mandate. You provide the director with all information needed to fulfil the duties under Swiss law in good time.
6.2.2 The director may resign, in particular where continuing the role would conflict with legal duties. We inform you at least one month in advance. You undertake to appoint a successor before the resignation is published in the commercial register.
6.2.3 Either party may end the director mandate with one month’s notice, unless the mandate states otherwise. Section 8 remains reserved.
6.3 Shelf companies (sale and purchase)
6.3.1 Before a shelf company is sold or purchased, we review the financial statements of the last three years, an extract from the debt collection office and the corporate documents of the company.
6.3.2 Every purchase agreement includes a seller warranty on the condition of the company. Its exact content is set out in the purchase agreement.
6.3.3 Rights and risks pass to the buyer as set out in the purchase agreement. The transfer is completed with the steps required under Swiss company law and the corresponding register entries.
6.3.4 Our list of available companies is updated regularly. It is an invitation to make an offer and not a binding offer.
6.4 Accounting
6.4.1 You provide us with all receipts and information for the agreed period in good time so that statutory deadlines can be met.
6.4.2 You remain responsible for the completeness and correctness of the bookkeeping records and for approving the annual financial statements.
7. Fees and payment
7.1 Our fees are fixed and set out in our offer or in the mandate. Some services are charged by the hour; for these, a retainer is required.
7.2 We work on prepayment only. We start a service, or continue it for a new period, once the invoice has been paid.
7.3 Invoices for new services are payable within 7 days of the invoice date. For services that renew, we send the invoice one month before the current period ends; it must be paid before the end of the paid period.
7.4 Costs charged by third parties, such as notaries, commercial registers, authorities, banks and couriers, are not included in our fees and are passed on to you.
7.5 Value added tax is charged where applicable.
7.6 If payment is late, we may suspend our services after a reminder.
8. Termination
8.1 Under Swiss law, either party may terminate a mandate at any time (Art. 404 CO). A party that terminates at an inappropriate time must compensate the other party for the resulting damage.
8.2 Services performed and costs incurred until the end of the mandate are payable.
8.3 Notice periods agreed for specific services (Section 6) apply to the extent permitted by law.
9. Liability
9.1 We are liable for damage caused by us intentionally or through gross negligence.
9.2 We are not liable for indirect or consequential damage, lost profit, or for decisions and actions of authorities, registers, banks or other third parties, to the extent permitted by law.
9.3 Mandatory statutory liability remains reserved (Art. 100 CO).
10. Confidentiality and data protection
10.1 We treat all information about the Client and the mandate as confidential. This obligation continues after the mandate ends.
10.2 Disclosure is permitted where required by law, by authorities or for the performance of the mandate, for example to notaries, commercial registers or banks.
10.3 We process personal data as described in our Privacy Policy.
11. Retention and return of documents
11.1 We keep business records for the periods required by law, in particular ten years under Art. 958f CO and under AMLA.
11.2 After the mandate ends, we return original documents provided by you on request, unless we are legally required to keep them.
12. Communication and language
12.1 We may communicate with you by e-mail. You accept that unencrypted e-mail carries risks, such as loss, delay or access by third parties.
12.2 We provide our services in English and German. These Terms are currently available in English only. If a translation is published, the English version prevails.
13. Changes to these Terms
13.1 We may change these Terms. The current version is published on our website with its date.
13.2 Changes apply to ongoing mandates if we inform you and you do not object within 30 days. If you object, the previous version continues to apply to the ongoing mandate.
14. Applicable law and jurisdiction
14.1 These Terms and all mandates are governed by Swiss law, excluding its conflict of laws rules.
14.2 The courts of Switzerland have exclusive jurisdiction, to the extent permitted by law.
15. Severability
If any provision of these Terms is invalid, the remaining provisions remain in force. The invalid provision is replaced by a valid one that comes closest to its economic purpose.