SA vs Sàrl: comparison

SA vs Sàrl: comparison
In Switzerland, the most popular legal forms are the AG and the GmbH. Find out more about their particular features to help you make the right choice.

Table of contents

SA or Sàrl?

SA and Sàrl: Making the right choice for your objectives

Choosing between a corporation and a limited liability company will depend first and foremost on your business objectives. Indeed, if your company is a family-run SME or a local business, a Sàrl will be more than sufficient in terms of structure.
On the other hand, if the company's aim is to expand, whether nationally or internationally, and you wish to attract investors, the SA will be more suitable, as it allows you to have anonymous shareholders.

SA and Sàrl: Key differences

Visit Anonymous company and the Limited Liability Company both have significant differences, both in terms of structure and management.

Capital contribution

Although the SA and the Sàrl are both capital companies, one of the major differences between the SA and the Sàrl is the required capital contribution. For an AG, the minimum capital requirement is CHF 100,000 (paid up to a minimum of 50%), while for a GmbH it is CHF 20,000.

This can make the LLC more accessible to entrepreneurs on a limited budget or those just starting out.

Shareholder anonymity

In a public limited company, shareholders remain anonymous, which is a major advantage for those who prefer to keep their investment private. The transfer of shares, whether registered or bearer, is relatively straightforward.

For a limited liability company, shares are registered. The names of the partners are therefore entered in the Trade Register, making this information accessible to the public. Although it is no longer necessary to go before a notary, the transfer of shares in a limited liability company requires the approval of the shareholders' meeting.

Perception

A public limited company is perceived as more "prestigious" than a limited liability company. This is due to the fact that an AG is synonymous with large companies, as it is particularly suited to the latter. This should be seen in the context of the company's objectives.

SA and Sàrl: What they have in common

Obligation to keep accounts

Unlike an Individual Reason or SnC, which have theobligation to keep simple accounts onlyThe SA and the Sàrl are both obliged to keep accounts in accordance with the Swiss Code of Obligations from the start of their activity, and to keep accounts in accordance with the Swiss Code of Obligations for amounts in excess of CHF 500,000.

This entails additional costs, as the company will have to call in an accountant or a trustee.

Limited liability

In SA and Sàrl companies, shareholders' liability is limited to the amount of their capital contribution. This protects shareholders' personal assets against the company's debts.

Taxation

The SA and the Sàrl are both legal entities. They are therefore subject to corporate income tax, and are taxed on their profits. They must therefore file their own tax returns.

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SA and Sàrl versus other legal forms

Although the SA and Sàrl are the only forms of limited liability company in Switzerland, other types of company exist.

In general, it's advisable to set up a limited liability company at least when you have the necessary funds. This protects your personal assets, unlike an SnC or a Sàrl. Company name.

A sole proprietorship can work if you are self-employed in a low-risk activity.

On the other hand, a SnC is not recommended, whatever the purpose of the company.

Frequently Asked Questions

A limited liability company (Sàrl) is better suited to small businesses, as it requires less start-up capital and limits debts to company assets. An SA, on the other hand, is more suitable for larger companies, as it allows shares to be issued and thus attracts investors.

To set up a limited liability company in Switzerland, you need at least one partner

To set up a limited liability company (Sàrl) or a limited liability corporation (SA), you need to draw up articles of association that define the rules and operation of the company. These articles must be drawn up by a notary. The notary's fees depend on the initial capital, and can be around 1% of that capital.