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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…

Legal Overview of Sole Proprietorship in Switzerland

Those who dare to take the step towards self-employment mostly choose to do so in the form of a sole proprietorship (also known as a 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 […] more…

The association/ Which purpose is allowed? Who is liable for what? Where can I find examples of bylaws?

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, […] more…

Choosing the right legal form – two-person partnership – which legal form is best suited for a two-person partnership?

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 […] more…

Booking your own Swiss internet domain already before your new business’s establishment

STARTUPS.CH strongly recommends you to book your firm name’s internet domain during the start-up process regardless of the chosen legal form.  It is possible to do so even before the actual foundation (i.e. prior to the registration in the Commercial Registry). No Commercial Registry entry is required in order to book an internet domain. For […] 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…