Legal forms of company in Switzerland: Comparison

Legal forms of company in Switzerland: Comparison
Discover the different legal forms of business in Switzerland. Navigate through the many criteria to consider when determining the most suitable legal status.

Table of contents

Comparison of legal forms for a company in Switzerland

Comparison of corporate legal forms in Switzerland

Choosing a legal form can sometimes be a complex decision. The form will depend above all on the activity envisaged, the size of the company and the financial resources available.

To correctly determine the most appropriate legal form and avoid mistakes, it is important to compare the advantages and disadvantages of each legal form.

Abbreviations

Throughout this article, we'll use the following abbreviations to refer to the different legal forms of commercial companies in Switzerland.

Entry in the Trade Register

Entry in the Trade Register is compulsory for most legal forms, or for sales above a certain threshold.
RC registration required
RC registration required
RC registration required
RC registration optional but mandatory for sales of CHF 100,000 or more

Capital for opening the company

When setting up a company in Switzerland, it's important to distinguish between corporations and partnerships. Joint-stock companies have a legal personality distince and are considered legal entities, while partnerships have no separate legal personality.
Minimum CHF 100,000, of which CHF 50,000 is paid up at the time of creation.
Minimum CHF 20,000, paid up to 100%
No minimum capital required
No capital required, as the company and entrepreneur have no separate legal personality.

Contractor's liability

Corporations, because they have a legal personality distinct from that of the entrepreneur, provide for liability limited to the company's share capital. Partnerships, on the other hand, because they are attached to their owner, provide for unlimited liability.

Liability is limited to the company's share capital (no personal liability).
Liability is limited to the company's share capital (no personal liability).
Unlimited personal liability to third parties.
Unlimited personal liability to third parties.

It should be noted, however, that the partners of a Société Anonyme or Sàrl can still be sued personally in the event of damage caused to the company as a result of fault or negligence.

Choice of company name

Most company names can be chosen freely. The company name may contain the name of an individual, describe the actual activities of the company, or be a fanciful designation. However, it must not conflict with an already registered name of another entity, nor be misleading or contrary to the public interest.

To find out if the name of your choice is available, visit theCentral Index of Swiss Trade Reasons and type the name under which you wish to operate.

"Choice of name" + SA
 "Name to choose + Sàrl
"Choice of name + SNC
"Any name" + Last name

Number of people required for opening

Most companies can be created by a single person, with the exception of the SnC, which is a collective company.

At least one shareholder
At least one partner

2 associates minimum

One sole trader

It should be noted that if the entrepreneur is a foreigner or a Swiss not domiciled in Switzerland, he or she will have to associate with a person domiciled in Switzerland, who must have an up-to-date residence and work permit.

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Accounting obligations

Joint-stock companies in Switzerland must keep full accounts in accordance with the Swiss Code of Obligations. The CO requires that a balance sheet, income statement and notes be presented.

 CO accounting
Accounting under CO
Simple accounting, from CHF 500,000 sales: accounting in accordance with CO
Simple accounting, from CHF 500,000 sales: accounting in accordance with CO

Tax obligations

Once again, when submitting your company's tax return, you need to distinguish between legal entities and individuals. Corporations are required to submit a separate tax return, whereas partnerships are required to integrate this with their private tax return.

Separate tax return for the company
Separate tax return for the company
Business tax return integrated with private tax return (each partner declares according to his % profit)
Business tax return integrated with private tax return

Social security obligations

Depending on the legal form of your company, you will have different social security obligations.

Obligation to register with a compensation fund even if no employees
Obligation to register with a compensation fund even if no employees
Compulsory registration with a compensation fund for AHV contributions. AVS contributions are based on net profit.
Compulsory registration with a compensation fund for AHV contributions. AVS contributions are based on net profit.

Benefits by choice

Find out more about the main advantages of each legal form in Switzerland.

Disadvantages according to choice

Conclusion

It's important to make your choice by assessing your situation in the short, medium and long term. Because the consequences of selling or transferring a business can be neutralized if you think about it early enough.

Our expert advice

If you want to set up a company with several partners, the Société en Nom Collectif (partnership) is not recommended. Because of the unequal distribution of profits between partners and the unlimited liability incurred, we recommend the Sàrl.

Frequently Asked Questions

It all depends on your objectives. If, for example, you're on your own and want to set up a Shopify store to sell products or services, it's advisable to set up a limited liability company.

It's also possible to set up a sole proprietorship, although this will depend on the risks involved and the image you wish to project as a company, with a limited liability company being more credible.

A simple partnership in Switzerland is not a company per se, but a contract between two or more people whose purpose is to pursue a common goal.

It is generally created as part of joint ventures for short periods.

The société simple has no legal personality.

To open a business in Switzerland, you'll need to pay a number of different fees, depending on the legal structure you choose.

Of course you can. Our trustee can help you set up a company in Switzerland or obtain self-employed status.

The SA and the Sàrl are both corporations. However, theminimum contribution for a corporation is CHF 100,000 (to be paid up at least at 50%), while the minimum contribution for a limited liability company is CHF 20,000.

Both have shares, but the shareholders of a public limited company are anonymous. This makes the SA particularly suitable for larger companies, but also for start-ups needing to raise capital.