To make choosing the right legal form super quick and easy, we have created a comparison table here.created a comparison tablewhich presents the legal forms mentioned in detail across the most important topics:
| Topic | Sole proprietorship | KLG | Ltd. | Public Limited Company |
|---|---|---|---|---|
| 1. legal bases | OR Art. 934-935 | OR Art. 552-593 | OR Art. 772-827 | OR Art. 620-763 |
| 2. suitable for / main intended use | Small business owners, self-employed | Small companies with several shareholders | SMEs, small to medium-sized enterprises | Medium to largelargecompanies, listed companies |
| 3. economic significance | High (most common legal form) | Low, especially for smaller companies | Important for SMEs | Very high, especially for largesse companies |
| 4. advantages | Simple foundation, low costs | Simple foundation, no capital requirements | Limitation of liability, more flexible structure | Limitation of liability, Investor friendly |
| 5. disadvantages | Unlimited liability | Unlimited liability of the shareholders | Disclosure of shareholders, capital commitment | High start-up costs, strict regulation |
| 6. legal nature | Natural person | Partnership | Legal entity | Legal entity |
| 7. formation of the company name | Must contain the owner's surname | Freely selectable, "KlG" obligatory | Freely selectable, "GmbH" mandatory | Freely selectable, "Public Limited Company" mandatory |
| 8. emergence | With the commencement of business operations | With HR entry | With HR entry | With HR entry |
| 9. entry in the commercial register (HR) | From a turnover of CHF 100,000 | Mandatory | Mandatory | Mandatory |
| 10. required number of owners or shareholders | 1 person | At least 2 natural persons | At least 1 shareholder | At least 1 shareholder |
| 11. required capital | No minimum capital | No minimum capital | At least CHF 20'000 | At least CHF 50'000 |
| 12. contribution of tangible assets instead of cash | Not planned | Not planned | Possible | Possible |
| 13. organization or bodies | No organs | No organs | Shareholders' meeting, managing director | General Meeting, Board of Directors, Auditors |
| 14. tasks of the administration / bodies | - | Joint management of the shareholders | Management, representation after outssen | Management by the Board of Directors, representation |
| 15. liability / Obligation to make additional contributions | Unlimited liability with private assets | Unlimited liability of the shareholders | Limited liability to company assets | Limited liability on share capital |
| 16. Involvement of investors or outside capital | Difficult, because personal risk | Difficult | Possible, but limited by structure | Simple, e.g. via Issuing new shares |
| 17. distribution of profits / Loss absorption | Sole responsibility of the owner | By agreement, usually in equal shares | According to shares of the shareholders | According to shareholdings |
| 18. formation of reserves | Not required | Not required | Required by law | Required by law |
| 19. accounting obligation | From CHF 500,000 turnover or voluntary | From CHF 500,000 turnover or voluntary | Mandatory | Mandatory |
| 20. taxation | Owner is taxed personally | Owner is taxed personally | Double taxation (company and shareholders) | Double taxation (companies and shareholders) |
| 21. formation costs | Low (150-500 CHF) | Low (150-500 CHF) | Average costs (500-1'500 CHF) | High (1'500-10'000 CHF) |
| 22. management and representation | Owner alone | All shareholders together | Managing Director | Board of Directors |
| 23. exit / succession plan | Difficult, because personal company | Difficult, consent of all shareholders required | Sale of shares possible | Sale of shares possible |
| 24. Nationality- and residence regulations | No regulations | No regulations | At least one managingresident in Switzerland | Majority of the Board of DirectorsBoard of Directors resident in Switzerland 5 Value 24 |
| 25. Audit obligation | No audit obligation | No auditing obligation, unless it is considered a large company (same criteria as GmbH/PublicPublic Limited Company) | Mandatory audit if two of the following criteria are met in two consecutive financial years: Balance sheet total of CHF 20 million, turnover of CHF 40 million, 250 full-time employees on an annual average. There is also the option of a limited audit for smaller companies. | Audit obligation if the same criteria are met as for the GmbH. Limited audit possible for smaller companies. An ordinary audit is mandatory if the above criteria are met. |
|
25.1 Opting out |
Not applicable | Not applicable | Possibility of opting-out for less than 10 full-time positions on an annual average, if all shareholders agree | Possibility of opting-out for less than 10 full-time positions on an annual average, if all shareholders agree |
