Special features of legal forms and important aspects of incorporation

Switzerland is known for its business-friendly environment, and starting a founding a company can be set up relatively easily and quickly - provided you know what to look out for. However, before you can really get started, you need to make sure that your company is registered correctly and that all legal requirements are met.

In this article, we explain the general differences between the legal forms and what you should pay particular attention to. In the following articles you will find detailed step-by-step instructionsthat will simplify the entire registration process - for every legal form.

Company registration: Why it is so important

The registration of your company is a formal but crucial step. Without the correct registration, your company is not allowed to carry out any legal transactions, enter into any contracts or issue invoices. In addition, the entry in the commercial register protects your company name and gives you official permission to operate as a company.

The commercial register is a public directory that provides information on the legal structures of companies. It contains important data such as the company name, legal form, business address and the names of the managing directors or owners. Particularly in the case of corporations such as limited liability companies and Public Limited Company entry in the commercial register is mandatory. Sole proprietorships must also be entered under certain conditions.

Differences in company registration according to legal form

The type of registration and the associated requirements vary depending on the legal form of your company. Here is an overview of the most common company forms and their special features:

Sole proprietorship

• Entry in the commercial register: Voluntary, provided the annual turnover is less than CHF 100,000. Registration is mandatory for higher turnover.
• Register with the authorities: You must register with the AHV.

General partnership

• Entry in the commercial register: Mandatory, even with low turnover.
• Registration with the authorities: The partners must register with the AHV.

GmbH (limited liability company)

• Minimum capital: CHF 20,000
• Entry in the commercial register: Mandatory. Registration gives your company legal capacity.
• Capital contribution: The capital must be paid into a capital contribution account prior to registration.
• Notarization: The founding documents must be notarized.
• Registration with the authorities: Only those employees who receive a salary must be registered with the AHV. Shareholders and/or shareholder-managers who do not receive a salary do not have to pay an AHV (minimum) contribution.

Public Limited Company (public limited company)

• Minimum capital: CHF 100,000, of which at least CHF 50,000 must be paid in.
• Entry in the commercial register: Also mandatory and necessary for legal capacity.
• Capital contribution: Here too, the capital must be paid into a capital contribution account.
• Notarization: Founding documents must be notarized.
• Registration with the authorities: Only those employees who receive a salary must be registered with the AHV. Shareholders and/or shareholder-managers who do not receive a salary do not have to pay an AHV (minimum) contribution.

The scope of the necessary steps therefore varies depending on the legal form. Stricter requirements apply to GmbHs and Public Limited Company in particular, while sole proprietorships are less complicated to set up, especially for smaller turnovers.

Trade and licensing requirements

In addition to registration in the commercial register, you must check whether your company requires special business licenses are required. In many sectors, particularly in the hospitality industry, construction, healthcare and financial services, additional permits are required. These are often issued by cantonal or municipal authorities and must be obtained before business activities can begin.

For example, restaurants require a catering licenseconstruction companies are subject to special building regulations and financial service providers require a authorization from FINMA (Financial Market Supervisory Authority).

Costs and fees for company registration

The fees for registering a company in Switzerland can vary depending on the canton and legal form. An entry in the commercial register usually costs between CHF 500 and CHF 1,200and additional costs for notaries or legal services may be added, especially when setting up a limited liability company or Public Limited Company. The fees are generally made up of the following items:

1. Capital deposit account: Banks generally charge between CHF 0 and CHF 300 for opening an account.
2. Commercial register entry: Depending on the canton, the fees can be between CHF 500 and CHF 1,200.
3. Notarization: Notarized incorporation documents are required for GmbHs and Public Limited Company . These notarizations usually cost between CHF 200 and CHF 600.

In addition to these direct costs, you should also consider the running costs for your company, such as bank accounts, bookkeeping, taxes, insurance and other administrative costs.

Conclusion

Founding a company in Switzerland is a clearly structured, essential process. From choosing the legal form to paying in capital and registering in the commercial register, you must ensure that you carry out all the necessary steps carefully. With the following step-by-step instructions you should be able to master the company registration process with ease and get your business up and running quickly.