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Switzerland
company formation

In Switzerland, the most frequent companies are Limited companies (SA/AG), Limited liability companies (SàRL/GmbH), Sole proprietorships (RI), General partnerships (SNC/KOG), and Limited partnerships (SCom/KG).

What are the advantages of a Swiss LLC (SaRl/Gmbh)?

When considering the creation of a company, a recurring question comes to mind: what legal form should be chosen for the company to be? Many criteria must be considered to choose the optimal legal form, such as capital to be invested for the good development of the company, the number of stakeholders (partners or shareholders) for the projector the accepted level of responsibility.

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The minimum capital required for the creation of a Swiss LLC (SaRL/Gmbh) is 20,000 CHF (Swiss francs), which is less than that required for a corporation (SA/AG) which is 100,000 CHF. This allows entrepreneurs to form a company with a relatively modest initial investment. However, it is important to note that the capital must be fully paid up at the time of incorporation of the LLC.

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The partners of a LLC have limited liability, which means that their liability is limited to the amount of the paid-up share capital, i.e. 20,000 Swiss francs. The personal assets of the partners are protected in case of debts or litigation, which offers financial security.

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Unlike a sole proprietorship where the name is usually the name of the owner, a Swiss LLC offers the freedom to choose the corporate name of the business. However, the word “LLC” must be added after the name of the business to indicate its legal form.

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The Swiss LLC can benefit from tax optimization through the distribution of profits. The salary of the Swiss LLC manager is considered an expense for the company, which allows to reduce the tax on profits or at least to keep them at a lower level, depending on the specific tax situation.

Checklist to establish an Swiss LLC (SaRL/Gmbh)

What should be taken into consideration when establishing a limited liability company (SARL)? 

  1. ​Decide on the corporate name

  2. Share capital, members' shares and definition of capital paying-up methods (in cash and/or in kind)

  3. Appoint partners and management

  4. Choose the bank for the share escrow account and open said account

  5. Draft the incorporation documents, articles of association, etc.

  6. Submit the incorporation documents to the notary and the trade register to be checked and possibly corrected

  7. Organize the inauguration of the company

  8. Entry in the trade register

  • Payment of members' shares to the bank (upon presentation of a copy of the registration with the trade register)

  • If you have employees (as a founder you are also considered to be an employee): register with the AVC compensation fund and take out compulsory LPP and LAA insurance policies

  • Inform the Swiss Federal Tax Administration (FTA) that your company will be collecting VAT.

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