The turn of the year: the ideal moment for a change in the legal form (particularly for the commutation of a sole proprietorship into a GmbH or AG)
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 planned development of new markets. If you would like to adapt your business’s legal form, we advise you to take advantage of the turn of year for the commutation of your sole proprietorship into a limited liability company (GmbH) or a corporation (AG).
Basically, there are three possible options for the moment of the commutation.
1. At the beginning of 2010 (The state of assets and liabilities is inherited from the year-end accounts 2009)
2. Until the end of June at the latest, retroactively to January 1st 2010. (In this case, the new business inherits the assets and liabilities up to December 31st 2009 plus those of the current year (up to the commutation month). The revenues which have been generated in the new year (up to the commutation month) can be directly assigned to the new AG or GmbH, as they can be incorporated backdating to January 1st. The sole proprietorship must not produce any annual accounts in the commutation year, because it does not generate any revenues anymore.
3. Anytime, although not retroactively to the beginning of the year. (In this case as well, the new business inherits the assets and liabilities up to December 31st 2009 plus those of the current year (up to the commutation month). Since a retroactive commutation is not possible anymore in this case, the revenues from January to the commutation month have to be entered in the sole proprietorship’s books. That is why the sole proprietorship’s interim accounts have to be drawn up in the commutation month. The revenues can not be assigned to the AG or GmbH until their date of incorporation. (E.g. Incorporation of the GmbH per August 1st 2010; annual financial statements per 2009 and interim accounts per end of July 2010)).
The ideal moment for a commutation is the beginning of 2010. The documents which are needed for the commutation like the balance sheet or the inventory have to be drawn up anyway for the annual financial statement 2009, and are therefore already available. This saves costs. The accounting effort is very low because the number of already executed entries, which have to be transferred to the new GmbH/AG at the beginning of the year, is small. A further advantage is, that the private tax return can be filled out without any additional effort. The owner will be assessed as self-employed until December 31st 2009, and as an employee of his own GmbH/AG from January 1st 2010.
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.
