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

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

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

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

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

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

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 with professional guidance […] more

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

As the year moves towards its end, it becomes time for an interim result. In doing so you will possibly decide that the sole proprietorship is not anymore the best legal form for your business. Possible reasons for this could be a strong growth in 2009, a foreseeable jump in sales in 2010 or the […] more

If you launch your business (GmbH or AG) in the second half of the year, you will receive a tax return at the beginning of 2010. Basically, you have two options: 1. Send back the tax return with the note “no sales yet” (German: “noch keine Umsätze”). You are allowed to do this if your […] more