Under the new GmbH regulation (into force since 1 January 2008), a GmbH can be established by a single person (art. 775 of the Swiss Code of Obligations).
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
No, under the applicable law, the manager of a GmbH must not necessarily be a shareholder of the company.
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
The old Limited Liability Company (GmbH) right still provided the option to only pay in one half of the minimum share capital requirement of CHF 20′000. Under the new law (in force since 1st January 2008), this is not possible any more.
The share capital must amount to at least CHF 20′000 (fully paid in) and must not exceed CHF 2 million (Art. 773 of the Swiss Code of Obligations).
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
Losses of the first business years of a GmbH or a corporation (AG) may be carried forward and allocated against future profits. Normally, it is possible to carry forward losses of the last seven years.
In some Cantons one is required to keep a separate schedule of previous years losses and to attach it to the tax return. Other Cantons already provide you with such a schedule in the tax return. In thi case, the provided schedule has to be completed.
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
A general partnership is an association of persons, which normally has an economic purpose and operates a commercial business. Legal entities (e.g. AG or GmbH) are not allowed to join a general partnership. A general partnership is in many respects similar to a sole proprietorship (cf. post), with the difference that more people are involved, so that more questions arise.
The general partnership is person-centred (so called non-incorporated firm). This is, for instance, demonstrated in the provision which states that the partnership is basically solved if one partner dies (unless something else has been arranged). A membership change is only possible if this is provided in the partnership agreement, or if all partners agree. Furthermore, a strict non-competition duty applies to the partners.
Foundation: A partnership can not be founded alone, but at least two physical persons are required. It is possible to create a partnership informally. Because of the partner’s personal liability (see below), no minimal capital is required for the foundation of a partnership. Usually, a partnership agreement is stipulated. The partners are largely free in the agreement’s arrangement. If a problem is not regulated by the agreement, the law applies subsidiarily. Such a partnership agreement usually provides for, for example, the goals and the management modalities, as well as for the manner in which profits and losses are to be shared.
Liability: The partnership’s liability is structured into two levels: The partnership’s assets are primary liable for any debts the partnership may face. If the partnership’s assets are not sufficient, all partners are subsidiary, personally, jointly and severally liable. In order for a creditor to directly prosecute a partner, the partnership’s bankruptcy must have been declared (”subsidiary”). Thereafter, however, the creditor may demand payment of the full amount (”jointly”) from any of the partners (”severally”). This partner has then to demand from the other partners a contribution to their share of the liability.
Appearance in public: The general partnership is not an incorporated enterprise (such as, for instance, the AG and the GmbH) in Switzerland. Therefore, the general partnership is no legal entity, i.e. it has no legal personality. However, a general partnership may stipulate contracts, sue and be sued, prosecute and be prosecuted under its own firm name. This demonstrates that the partnership is yet similar to an incorporated enterprise.
Commercial Registry: A partnership operating a commercial business is basically subject to registration in the Commercial Registry. However, the partnership is already considered to be established before or even without registration.
Firm name: see the previous post.
Accountancy: By the time the partnership is registered in the Commercial Registry at the latest, it becomes subject to follow the commercial bookkeeping rules (Art. 957-964 of the Swiss Code of Obligations). Therefore, double entry accounts with balance, inventory and profit and loss statement have to be kept.
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
The initial capital of a GmbH (Swiss form of a limited liability company) or a AG (Aktiengesellschaft, Swiss form of a corporation), must not necessarily be deposited in Swiss Francs. Rather, it is possible to use euros or other currencies as well.
Important:
1. The share capital must be deposited in a Swiss bank (blocked account for company foundation).
2. The equivalent of the foreign currency in Swiss Francs must be at least as high as the minimal legally required capital for the company’s foundation (GmbH: At least CHF 20′000; AG: At least CHF 100′000; At least CHF 50′000 paid in upon foundation).
The capital can be deposited in any Swiss bank of one’s choice (blocked account for company foundation). Caution: Postfinance is still not considered as a Bank. Therefore, it is not possible to deposit the share capital in Postfinance.
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
Founders, members of the administrative board and all people who participate in a corporation’s formation process are subject to the formation liability in accordance with art. 753 of the Swiss Code of Obligations. This applies to the formation of a GmbH too.
Formation liability means that all participants to the formation are liable to the newly founded company, to the shareholders and to the company’s creditors for any damage arising from their behaviour in breach of duty in the course of the formation. Of particular concern is the constellation where somebody is misled about the financial strenght of the newly founded company. This is particularly likely to happen in the case of so-called qualified formations (e.g. with contribution in kind). The formation liability applies also to capital increases.
Examples of situations where a formation liability could apply:
As aforementioned, not only the founder but also further participants are liable (e.g. fiduciaries and notaries). In accordance to the Swiss Supreme Court every person, which participates to the foundation in a creative way, enhances the founder’s activity and with his help encourages the company’s formation may be held liable if acting intentionally or negligently.
The formation liability only applies for the formation period, including the preparatory acts until the registration in the commercial registry.
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
Those who dare taking the step towards self-employment mostly chose to do so in form of a sole proprietorship (also known as one-man business, self-employed person or individual enterprise). This means, that a single person manages the business and does not create a company (such as a limited liability company, GmbH for instance) for this purpose. This person provides capital, represents the business to the outside and bears the entrepreneurial risk.
Creation: When creating a sole proprietorship, there are no cogent statutory provisions to consider (for instance minimum capital requirement), and no formal act of foundation is required. A sole proprietorship originates quasi automatically when a person begins an independent commercial activity. Therefore the costs of foundation are correspondingly low (with STARTUPS.CH approximately CHF 500 including consultation).
Liability: The sole proprietor is always liable without limitation. This means that he is personally liable for all of the business’s debts. This does not change even if private and business assets and liabilities are strictly separated in the accountancy. In some cases, even the entrepreneur’s spouse is liable for the business’s debts.
Commercial Registry: If a sole proprietorship generates a turnover of CHF 100′000 or more, it is subject to inscription in the Commercial Registry. For businesses staying below this threshold, an inscription on a voluntary basis is possible. Liberal professions (such as medics, lawyers etc.) are generally exempted from this registration duty.
Firm name: On the occasion of the application for the Commercial Registry inscription at the latest, one has to work on a firm name. You will find more information in the corresponding topic.
Accountancy: A sole proprietorship which is obligated to register in the Commercial Registry is also subject to follow the commercial bookkeeping rules. This means that one has to keep double entry accounts with balance, inventory and profit and loss statement. However, this does not imply that self-employed people who are not obligated to register in the Commercial Registry do not have to keep any accounts. Especially taxation law (direct taxes and VAT) imposes so called documentation and storage duties. Furthermore, tax authorities require the business figures to be traceable. It is therefore a good idea to keep at least simple accounts.
Auditing: Self-employed people are not subject to any auditing duty.
Commutation: A sole proprietorship can be converted into a AG or GmbH at all times. Please check out the details in the specific topic.
Preferably you establish or convert your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
The association is regulated in Art. 60 of the Swiss Civil Code. An association is an union of people and/or societies aiming to achieve a common, noneconomic goal. This means that e.g. the association goal “to generate financial gains for its members” is not allowed. Basically allowed are convivial, political, scientifical and charitable purposes. However, an association is also allowed to run a socalled “commercially conducted business”, but only if this is a means to achieve its purpose. As we already explained, this purpose has to be a noneconomic one.
Here are some examples to illustrate the situation:
To put it simply, one may explain it as follows: If the founders of an association aim at using the association’s revenues to earn their living wholly or partly, this is not allowed.
If the association runs a commercially conducted business, it subject to Commercial Registry inscription. This also means that the association has to follow the rules of commercial bookkeeping.
Solely the association’s funds are liable for the association’s liabilities. This applies even if no membership fees have been set (although this was different before the law amendment of 2005. This still leads to confusion sometimes).
In order to establish an association, it is sufficient to call in an inaugural meeting, where the general meeting has to accept bylaws which fulfill the minimal regulatory requirements. The arrangement of bylaws is very flexible in Switzerland. It is possible to download sample association bylaws in french, italian and german.
Preferably you establish the foundation of your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
Question: I am a tailor and I would like to set up my own business. I was thinking that it would be reasonable to share a studio with a partner in order to halve the costs for rent, machines etc. How could I set up such a partnership? Were do I find more informations on this subject?
Answer: In this case, the best thing you can start with is a sole proprietorship: That’s the simplest solution for the beginning. At best, your partner sets up a sole proprietorship as well. In this way, you both remain (at least legally) independent. With this solution you both would have to keep your own accounts.
Another option would be to set up a general partnership (Kollektivgesellschaft). However, in this case you would be liable for your partner’s debts as well. You could want to consider this option if you have known your partner for a long time and you trust him. In this case, you would have to keep joint accounts.
If you dispose of at least CHF 20′000, it would be very wise to consider establishing a limited liability company (GmbH), as you would thus avoid personal liability. In this case, double entry bookkeeping would be necessary (it is most suitable to assign this task to a qualified fiduciary).
The best thing to do is to make a call at your nearest STARTUPS.CH consultant’s office. In that occasion, you will be able to ask any question you might have. If you start up your business during or after the conversation, the consulting is free. However, if you take the consulting for information puroposes only and you wish to start up at a later date, the conversation will cost you CHF 150 in cash. In return you will receive a voucher for CHF 150 which you will be able to use when you establish your business with STARTUPS.CH
Preferably you establish the foundation of your company with STARTUPS.CH. STARTUPS.CH will provide you with professional guidance before and after the foundation.
Here you will be able to apply for a counselling interview and to request free documentation.
