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Swiss companies: main legal forms

The most common legal forms of Swiss companies are the public limited company (AG or SA), the limited liability company (GmbH or SARL/SGL), the general partnership and the sole proprietorship. Every legal form is usually best suited for particular purposes. Our team of local specialists will provide a detailed consultation and help you find the optimal structure for your business.

Public limited company, AG or SA

In contrast to other jurisdictions like the UK, the public limited company in Switzerland is the most popular company type even for small and medium enterprises. AG is also the most common legal form for holdings.

Main features:

  • Minimum share capital is CHF 100,000. At least CHF 50,000 or at least 20% of all shares (amounting to CHF 50K) must be paid up at the time of registration.
  • Company can consist of only one person (the shareholder can also be the director).
  • Liability of shareholders is limited to their equity.
  • Company shares may be publicly traded.
  • Bearer shares are allowed; therefore, the transfer of shares is easy and straightforward.
  • Shareholders enjoy the full anonymity and are not registered in the commercial register.
  • Shareholders are not required to be involved in the company activities. Directors are obliged to act on behalf of the company.
  • The majority of the board of directors must be Swiss residents. Corporate directors are not allowed.
  • Bookkeeping is mandatory.

Limited liability company, GmbH or SARL/SGL

The Swiss limited liability company is the second most popular company type in Switzerland. At least one member – an individual or an entity – is required to register the GmbH.

Main features:

  • Minimum registered capital is CHF 20,000. At least 50% of the whole registered capital must be paid up at the time of registration. Every member shall have a participation of at least CHF 1,000.
  • At least one director must reside in Switzerland. Corporate directors are not allowed.
  • Only registered shares are allowed (no bearer shares).

General partnership, KG

The general partnership is best suited for small businesses whose partners’ personal interests are aligned with their business interests. At least two natural persons are required to form a general partnership which has a quasi-legal personality. Law firms or restaurants are commonly organised as general partnerships.

Main features:

  • Joint liability of all partners in the amount of all their personal assets.
  • No minimum capital is required.
  • Although the partnership is not required to have an established address in Switzerland, the owners must be Swiss residents.
  • Entry in the public commercial register is mandatory.
  • Partners are taxed on their share of income and assets in the partnership and on their personal income and assets.

Sole proprietorship

Such one-person business is ideal for professionals like doctors, craftsmen and local small trades. The sole proprietorship can be easily created and quickly launched.

Main features:

  • Unlimited liability of the sole owner with all personal assets.
  • Domicile in Switzerland is not required. However, the entrepreneur must have a work permit and residence permit in Switzerland or be a Swiss citizen.
  • No minimum capital is required.

 

  • Registration in the commercial register is only required, if the business operates commercially and its annual income exceeds CHF 100,000.

Not sure which legal form would be optimal for your business? Talk to our expect to find out more.

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