The smart way to start a business

Newsletter abonnieren


Blog

Archive for category ‘Company (AG) Law’

What is the allowed share capital amount for a Limited Liability Company (GmbH)?

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. more

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. more

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 are liable to the […] more

Changing Legal Form: From Sole Proprietorship to Corporation (AG or GmbH)

When a business grows, many entrepreneurs consider changing the legal structure from a Sole Proprietorship to a Corporation (AG or GmbH). While the term “change” is often used, the process involves forming a new legal entity that absorbs the sole proprietorship’s assets and liabilities. The sole proprietorship is then dissolved. There are two main methods […] more

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 right to the liquidation […] more

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 with STARTUPS.CH. STARTUPS.CH will […] more

Are there any statutory provisions concerning the nationality of limited liability company’s executives?

Yes. According to Art. 813 of the Swiss Code of Obligations, at least one of the company’s executives must reside in Switzerland. 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 […] more

How much profits and capital taxes does a Swiss company (GmbH or AG) have to pay for 2009?

Corporations (AG) and limited liability companies  (GmbH) are both taxed as corporate bodies. One has to distinguish between the Direct Federal Tax and the cantonal and communal taxes. Profits taxes are levied at all three administrative levels (federal, cantonal, communal), with some exeptions at communal level depending on the cantons, whereas taxes on capital are […] more

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 taxes: After the […] more

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 during the foundation (e.g. STARTUPS.CH, […] more