Losses after the foundation – possibility of adjustment against future profits (GmbH or corporation (AG))

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 ...

Initial capital deposit on incorporation of an AG or GmbH: Is it necessary for the deposit to take place in Swiss Francs or is it also possible to use other currencies?

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 ...

Formation liability for AG and GmbH / Founder’s and involved person’s liability

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 ...

Changing legal form from Sole Proprietorship to a Corporation (AG or GmbH)

After a small-scale start-up and an healthy initial growth, many intrepreneurs want to adapt to the new circumstances by changing their business's legal form. The change from a Sole Proprietorship to a AG or GmbH may be performed in different ways.  Since a new legal entity (AG or GmbH), which ...

Swiss corporation (AG) shareholder rights

The shareholder rights are the counterpart of the shareholder duties under swiss law (cp. the Article on shareholder duties). The different rights can be classified into the following groups: Property rights: The most important right in this group is the right to a dividend. Just as well, the shareholders have the ...

Setting up a corporation/company (AG) – qualifying shares for members of the Board of Directors; does the Board of Directors have to be shareholder too?

The qualifying shares were abolished with the amendment to the corporate law, which has come into effect as of the 1st of January, 2008. This means that the Board of Directors does not need to be shareholder at the same time any more. Preferably you establish the foundation of your company ...

Where can I request trademark protection and which procedure do I have to follow? What do I have to pay attention to? Startup GmbH – AG – Sole proprietorship

Basically the Federal Institute of Intellectual Property is responsible for trademark protection. The utmost care is required when considering trademark protection, especially in the choice of the classes one wants to apply for. This is why we strongly recommend to consult a specialised lawyer in trademark issues. In matters of trademark protection, ...

Which taxes are due upon foundation of an incorporated enterprise [GmbH or company(AG)]?

Basically, no taxes are due when you incorporate your company. Stamp duty on issues: The stamp duty on new issued capital (tax rate 1%) is only due starting from CHF 1 million of equity, so generally, formations with less equity are exempted from the federal stamp duty on issues. Profits and capital ...

How many persons are needed for the formation of a corporation (AG)?

Under the new corporation law (in force since January 1st 2008), only one person (shareholder) is required for the formation of a corporation (AG). Under the old law, at least 3 persons (shareholders) were needed for the incorporation. Preferably you establish the foundation of your company with STARTUPS.CH. STARTUPS.CH will provide you ...

Dubious invoicing: after the Commercial Registry entry, I received more invoices for registry entries etc. Do I have to settle them?

Upon foundation of your business including the entry in the Commercial Registry you (respectively your business) will receive one invoice from the cantonal Commercial Registry Office. The Office charges you for the costs of the entry etc. Additionally you will receive an invoice from the service provider who supported you ...