Signing a Contract with a Swiss Company
Signing a Contract with a Swiss CompanyUpdated on Monday 21st September 2015
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The Swiss Code of Obligations
The Code of Obligations in Switzerland is part of the Civil Code and it represents the main legal framework that provisions the contract law and the corporations. The Swiss Code of Obligations resembles the Italian and German Code of Obligations and it was first enacted in 1883. It was integrated in the Civil Law in Switzerland in 1912 and it was revised and amended in 2011.
The principle of freedom in the Swiss Contract Law
The law pays a lot of consideration to the principle of freedom when concluding a contract with a Swiss company. This principle refers to:
- - the freedom of parties to sign or not sign a contract and the freedom to choose the associate; companies are not required to conclude a contract unless legal provisions compel parties to do so;
- - companies have the right to choose what the contract will contain and what its provisions will be, this way both parties can decide what their obligations will be and the consequences of not abiding by them;
- - the freedom to establish different types of contract other than they types stipulated by the Swiss Code of Obligations,
- - the freedom to modify or to terminate a contract before its expiration.
Types of contracts in Switzerland
The Law of Obligations in Switzerland is made up of two parts: a general one that refers to the law of torts and general rules for concluding a contract, and a special part that refers to specific types of Swiss contracts. These special types of contracts are:
- - the Swiss sale and barter contract,
- - the gift contract,
- - the employment contract in Switzerland,
- - the letting and hire contract,
- - the Swiss lease contract,
- - the contract of manufacture,
- - the agency contracts that encompass brokerage contracts and credit letters and orders,
- - the gambling contract,
- - the commission contract,
- - the Swiss power of attorney,
- - the transportation contract,
- - the guarantee contract,
- - the partnership contract in Switzerland.
Signing a contract in Switzerland
The conclusion of a contract with a Swiss company is based on the consent of both parties on each provision of the contract. The content of a contract is not very important according to the Swiss Law of Obligations but the most important details of the contract must be stipulated. A Swiss general contract should mention the duties of both parties. However, special contracts must have specific forms and are required a detailed description of duties and the consequences of breaching the contract depending on the type of contract. A particularity of the Swiss Code of Obligation compared to other countries is that an oral offer can become biding unless the party making the offer conveys his or her intention of withdrawing it.
Our lawyers in Switzerland can provide legal assistance in various business related matters. You can contact our legal team if you need help with drafting a contract or if you want to start a business in Switzerland.