Setting up a PLC in Switzerland: costs and legal steps

This article will help you understand the costs involved and the steps necessary to successfully incorporate a public limited company in Switzerland.

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2024
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Startups.ch
Setting up a PLC in Switzerland: costs and legal steps
Swisscom

The PLC (public limited company) is one of the most popular legal forms for larger companies in Switzerland. However, setting up a PLC requires more capital and a more complex legal structure than other legal forms such as the LLC or sole proprietorship.

If the PLC is not the right legal form for you, you should also find out about the costs and steps involved in setting up an LLC or general partnership.

1. Costs of setting up a PLC

1.1. Minimum capital of CHF 100'000

The minimum capital required to set up a PLC in Switzerland is CHF 100'000. Of this amount, at least CHF 50'000 must be paid up at the time of incorporation. This capital is deposited in a blocked account during the process of setting up the PLC and can be used after the PLC has been entered in the commercial register.

  • Full payment (full payment): If you wish, you can pay the entire capital of CHF 100'000 in full to avoid any obligations later on.
  • Partial payment (partial payment): The minimum required CHF 50'000 must be paid before registration in the commercial register. The remaining amount can be paid at a later date.

1.2. Notary fees

The formation of a PLC must be certified by a notary. This includes the preparation and certification of the articles of association and the certificate of incorporation, as well as confirmation of the paid-up share capital. Notary fees can range from CHF 1'000 to CHF 3'000 depending on the canton and the complexity of the articles of association.

1.3. Commercial Register entry

Entry in the commercial register is mandatory and incurs fees. The fees vary by canton and typically range from CHF 500 to CHF 1'000. This fee covers the costs of publicizing the formation.

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2. Running costs of an PLC

2.1. Social security

As an PLC, you are obliged to pay social security contributions for yourself and your employees. This includes:

  • AHV/IV/EO contributions (old-age and survivors' insurance, disability insurance, compensation for loss of earnings): these contributions amount to around 10-11% of the salary.
  • Pension fund: You must also set up a pension fund for yourself and your employees. Contributions depend on income and are paid by the employee and employer on a pro-rata basis.

2.2. Insurance for the PLC

In addition to social security, there are a number of other insurance policies that are recommended or mandatory for a PLC:

  • Business liability insurance: This insurance covers third-party claims caused by business activities. Premiums vary by industry and risk factors, but are typically between CHF 1'000 and 5'000 annually.
  • Accident insurance: You are legally required to purchase accident insurance for your employees. These costs depend on the number of employees and the industry.

2.3. Administration and accounting costs

As a PLC is required to use double-entry bookkeeping and prepare annual financial statements, additional administrative and accounting costs arise. These costs vary depending on the size of the PLC and can range from CHF 2'000 to CHF 10'000 per year.

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3. Legal steps to set up a PLC

3.1. Drawing up the statutes and the certificate of incorporation

The statutes are the central document for the formation of a PLC. They define the purpose of the company, the name, the registered office and the share capital. The statutes must be notarized.

3.2. Raising capital and paying it into a blocked account

Before registering in the commercial register, the founders must deposit the minimum capital (at least CHF 50'000) in a blocked account at a Swiss bank. This account is released after the PLC is registered and the capital is then available for business activities.

3.3. Entry in the commercial register

As soon as the statutes and the articles of incorporation have been drawn up and the capital has been paid up, the PLC is registered in the commercial register. The entry in the commercial register is public and enables the PLC to officially become active.

3.4. Value added tax (VAT)

A PLC that generates an annual turnover of more than CHF 100'000 is obliged to register with the Federal Tax Administration (FTA) for VAT. The registration should be done in good time to avoid any back payments.

4. Tax obligations and completion of the incorporation

4.1. Tax registration

After incorporation, you must register with the tax authorities. A PLC is obliged to file a tax return annually . Both profit taxes and value added taxes apply if the turnover limit is exceeded.

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4.2. Accounting and annual financial statements

As a PLC, you are obliged to keep double-entry books and to prepare an annual financial statement with a balance sheet and a profit and loss statement at the end of the financial year. These documents can be audited by an accountant or auditor, depending on the size of the company.

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4.3. Incorporation with Startups.ch

If you would like professional support throughout the incorporation process, Startups.ch offers a comprehensive service to assist you with all administrative and legal steps.

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Conclusion

Forming a PLC in Switzerland is a complex and costly process, but it offers numerous advantages for larger companies. From raising capital to limiting liability, the PLC is ideal for entrepreneurs operating in the capital markets or looking to scale their business.

If you want to set up your PLC quickly and securely, use the Startups.ch service and benefit from comprehensive support every step of the way.

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