SA and Sàrl: Making the right choice for your objectives
SA and Sàrl: Key differences
The Anonymous company and 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 fiduciary.
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.
Tax Law
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. sole proprietorship.
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
What's the difference between a Sàrl and a SA?
How many partners are needed to set up a SARL?
To set up a limited liability company in Switzerland, you need at least one partner
How much does it cost to set up a Sàrl or SA in Switzerland?
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.
