Step-by-step guide:
How to set up a limited liability company in Switzerland
Founding a limited liability company in Switzerland is a clearly defined process that involves various legal and organizational steps. In this guide, you will learn how to successfully found a limited liability company - from preparation to entry in the commercial register.
Business idea and planning
First of all, you should develop a solid business plan that includes your business idea, market analyses, financial planning and sales strategies. This plan not only helps to get your company on the right track, but is also important for obtaining financing from banks or investors.
Choose company name
The company name of your GmbH must be unique and not yet registered in Switzerland. Check the availability of your desired name via the commercial register on the website of the Federal Office for the Commercial Register (ZEFIX). The name should contain the addition "GmbH" and must not be misleading.
Provide share capital
For the formation of a limited liability company in Switzerland, a minimum share capital of CHF 20,000 is required. This capital must be paid up in full before the formation can be completed. The share capital can be contributed either in cash or in kind (e.g. machinery, vehicles).
Draw up articles of association
The articles of association are the foundation of your GmbH and regulate the internal processes. They must contain the following points:
- Name and registered office of the company
- Purpose of the company
- Share capital and distribution of ordinary shares
- Rights and obligations of the shareholders
- Regulations on the management and representation of the company
It is recommended to have the articles of association checked by a notary or lawyer to ensure that they meet the legal requirements.
Hold a founders' meeting
The formation of your GmbH requires an inaugural meeting at which important resolutions are passed. This includes the adoption of the articles of association and the election of the management. Minutes of this meeting are an important document for entry in the commercial register.
Capital confirmation and account opening
The share capital must be deposited in a special capital deposit account before entry in the commercial register. capital contribution account at a Swiss bank prior to entry in the commercial register. The bank will then issue you with a capital confirmation which serves as proof that the share capital has been paid in. After incorporation, the capital contribution account can be converted into a normal business account be converted into a normal business account.
Make an entry in the commercial register
The next step is to enter your GmbH in the commercial registerwhich makes the GmbH legally binding. A notary will submit the necessary documents, including the articles of association, the minutes of incorporation and the capital confirmation. The entry costs between CHF 500 and CHF 1,200, depending on the canton. After registration, your GmbH is given its legal identity.
Value added tax (VAT) registration
If your company has an annual turnover of over 100,000 CHF you are obliged to register with the Federal Tax Office (FTA) for value added tax (VAT). If you do not reach this threshold, you can register voluntarily, which will allow you to deduct input tax.
Insurance and social security (for employment of employees)
If your limited company employs staff, you must register with the AHV compensation fund in order to make contributions to old-age and survivors' insurance (AHV). You must also take out accident insurance in accordance with the Accident Insurance Act (UVG) and the BVG (occupational benefits insurance) are mandatory for your employees. If you as a partner or managing director do not receive a salary and do not employ any staff, these insurances are not required.
Open a free business multi-currency account with CH-IBAN
It makes sense to open a business account for your GmbH that allows you to hold several currencies and exchange them at favorable rates. A free multi-currency account with a Swiss IBAN gives you the flexibility to transact in different currencies at low cost, which is essential these days. Amnis Treasury is the best free business account in Switzerland. (Receive a CHF 200 bonus when you open !)
Start business operations
Once you have been entered in the commercial register and have fulfilled all legal and tax obligations, you can officially start operating your GmbH. Make sure to fulfill regular accounting and tax obligations in order to meet the legal requirements.
Conclusion
Founding a limited liability company in Switzerland requires a number of steps that must be carefully followed. With a well-thought-out business plan, a clear company name and proper capital backing, you can create a solid foundation for your company. After registration in the commercial register and setting up the necessary insurances, nothing stands in the way of the launch of your GmbH.
