A Swiss AG with a polished pitch deck, a borrowed auditor’s logo on an old slide, and no functioning corporate organs is not a fintech opportunity. It is an Organisationsmangel waiting for a shareholder, creditor, or prosecutor to notice.
We act for creditors and shareholders in exactly these files — asset managers, holding companies, structures that raised capital years ago and now cannot produce a clean share register, a valid board resolution, or a reconciled balance sheet. Names withheld; patterns repeat.
What Organmangel means in practice (OR Art. 731b)
Swiss company law expects identifiable organs: board, audit where required, general meeting that actually meets. When the company cannot govern itself — no signatures, no audit, no one answering the register — cantonal courts can intervene. This is not discretionary nicety; the court must act where the defect is established.
Typical signals we see:
- Auditor resigned; no replacement filed.
- Shareholder loan acknowledged in accounts but no enforceable repayment path.
- Share register not updated despite notarised transfers.
- Management unreachable; only marketing remains.
Why one lawsuit is rarely enough
In a recent multi-track matter (Zug/Baar corridor, CHF seven-figure claim, creditor now a Liechtenstein AG after assignment), parallel paths were not aggression — they were hygiene:
- Debt enforcement — Betreibung, payment order, then Rechtsöffnung if contested.
- Criminal complaint — where misappropriation, books offence, or creditor damage is documented (single complainant; precise delicts; Beilagen discipline).
- Organmangel petition — Kantonsgericht, forcing the defect into the open while enforcement runs.
Tracks interact: dissolution in one procedure can moot another — timing and counsel coordination matter more than bravado.
What founders should do before it becomes our file
- File auditor changes the week they happen, not the year after.
- Keep the Aktienbuch current — especially if a Liechtenstein parent or token holder sits upstream.
- Treat shareholder loans like debt instruments, not informal tabs.
- If management goes silent, assume someone is already counting the defect days.
We are not Swiss litigators — we work with them. We are the house that indexes the dossier, maps cross-border claims (LI assignee, CH debtor, SG evidence), and stays calm when three procedures run at once. That is the «extra length» institutional clients pay for.
If your Swiss AG has not held a valid GV in years but still sends investor updates — you already know who you should email. We read the register before we promise outcomes.