{"id":31387,"date":"2024-06-24T10:38:10","date_gmt":"2024-06-24T08:38:10","guid":{"rendered":"https:\/\/fidulex.ch\/?p=31387"},"modified":"2024-07-25T13:32:14","modified_gmt":"2024-07-25T11:32:14","slug":"setting-up-a-limited-liability-company-in-switzerland-the-complete-guide","status":"publish","type":"post","link":"https:\/\/fidulex.ch\/en\/setting-up-a-limited-liability-company-in-switzerland-the-complete-guide\/","title":{"rendered":"Setting up a limited liability company in Switzerland: The complete guide"},"content":{"rendered":"
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\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\"Creation\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Why set up a limited liability company in Switzerland?<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Switzerland is renowned for its attractive tax system, making it an attractive choice for setting up a business. Tax rates are relatively low compared with countries in the same geographical area and in the EU.<\/p>\n

Switzerland also enjoys excellent economic and political stability. What's more, the country offers a solid legal framework for doing business. This stability is appreciated when it comes to ensuring a company's sustainability and growth. What's more, the Swiss banking system is renowned for its reliability and discretion (Swiss banking secrecy).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Advantages of a limited liability company in Switzerland<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Setting up a limited liability company (GmbH) in Switzerland offers a number of advantages, both in terms of taxation and economics.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Reduced minimum capital<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The main advantage of the S\u00e0rl in Switzerland is that the minimum capital required to set up a company is relatively low compared with other legal forms such as the \"S\u00e0rl\" or \"S\u00e0rl\". SA<\/a>The share capital of a limited liability company can be increased or reduced. The share capital of a limited liability company may be increased or reduced (art. 781-782 of the Swiss Code of Obligations), but may not be less than CHF 20,000 (art. 773 and 782 para. 2 of the Swiss Code of Obligations).<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Limited liability<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Another advantage of the S\u00e0rl is that partners' liability is limited to the amount of their contribution. This means they cannot be held liable on their personal assets. This differs from the sole proprietorship, for example, where the entrepreneur's liability for the company's debts is unlimited.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Freedom to choose your name<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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When you set up a limited liability company, you are free to choose the name of your business. You can choose a name that reflects your activity or that will distinguish you in the marketplace. The only constraint is that the abbreviation \"S\u00e0rl\" must appear at the end of the company name.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Easier start-up for sole traders<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Unlike some legal forms where several partners are required, it is possible to set up a limited liability company in Switzerland on your own. This facilitates the process of setting up a company, making it easier for sole traders to get started, while limiting the risks faced by sole traders.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Capital gains exemption<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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One of the main tax advantages of the LLC in Switzerland is the capital gains exemption. This means that if you decide to sell your company in the future, the profits from the sale will not be subject to income tax.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Possibility of conversion into a public limited company<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Another advantageous feature of the S\u00e0rl in Switzerland is the possibility of converting this legal form into a public limited company (SA). Converting a GmbH into an AG also offers greater credibility.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Disadvantages of a limited liability company in Switzerland<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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There are a number of disadvantages to setting up a limited liability company (GmbH) in Switzerland, and it's important to bear these in mind before taking the plunge.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Double taxation<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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One of the major disadvantages of setting up a limited liability company in Switzerland is double taxation. As manager of a limited liability company, you will be subject to personal income tax, but also to corporate income tax. This means that your income will be taxed twice, which can considerably reduce your company's profitability.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Obligation to keep accounts<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Another constraint linked to the creation of a limited liability company in Switzerland is the obligation to keep accounts. You'll need to set up a proper accounting system and comply with Swiss financial reporting standards. This can be a complex task, and you'll need to call on a professional or a fiduciary to help you.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Higher administration costs<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The administrative costs associated with setting up a limited liability company are generally higher than those of a sole proprietorship. What's more, the costs of managing the company will also be higher, as the S\u00e0rl has to meet much stricter legal requirements.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Mandatory auditors for 10 or more full-time employees<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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If your GmbH has 10 or more full-time employees, you will be obliged to appoint an external auditor. This involves additional costs for an external auditor to examine your annual accounts.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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No anonymity<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Unlike public limited companies (SA), shareholders of a limited liability company are not anonymous. Your name and position will be recorded in the commercial register and will therefore be accessible to the public. If you prefer to keep your identity confidential, a limited liability company may not be the best option for you.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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How does the process of setting up a limited liability company work in Switzerland?<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Find out more about the steps involved in setting up a limited liability company in Switzerland.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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1. Determining the company name<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The first step in setting up a limited liability company in Switzerland is to choose a name for your business. This name must be unique and not already used by another registered company. You can check its availability by carrying out a search in the swiss commercial register<\/a>.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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2. Set the share capital<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Once you've decided on the name of your company, you'll need to determine the capital contribution. This should be a minimum of CHF 20,000, but depending on the company's needs, it may be higher. Next, you'll need to choose a bank to open your consignment account<\/strong> to deposit the chosen contribution.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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3. Carry out the deed of foundation<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The next step is to draw up the deed of foundation with a Swiss notary. This deed establishes the company's articles of incorporation, and contains information such as the names of the partners, the distribution of share capital, and the articles of association.<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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4. Define bodies, management and partners<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Once the deed of incorporation has been drawn up, it's time to define the company's governing bodies and management. The limited liability company must have at least one managing director, who will be responsible for the day-to-day running of the business. The partners must also be designated, and their share in the company's capital must be specified.<\/p>

The bodies of a limited liability company<\/strong> are as follows:<\/p><\/div><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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