Converting a general partnership into a LLC
The conversion of a general partnership into a limited liability company offers clear advantages: Limited personal liability, a more professional appearance and new opportunities for growth. Careful planning and professional advice are important.
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How does the conversion of my general partnership into a LLC work?
Calculate a non-binding offer
Enter your incorporation project conveniently online and benefit from the cost sharing of our partners. Put together your customized start-up package in just a few clicks so that we can set up your LLC for you.
Enter company data of the LLC
Enter all relevant company data so that we can carry out the conversion process according to your company structure.
Contact by lawyers
Our experts will get back to you within the specified period (often within 24 hours). Open questions can be discussed and the next steps will be explained.
Audit and confirmation of the company value
An accounting statement must be prepared by the general partnership to be converted. These must then be audited by an auditor and the value of the general partnership confirmed. The audit can be carried out by our sister company Findea AG.
Create founding documents
Once the company value has been confirmed, our experts will prepare the incorporation documents and make them available to you. You can check, print and sign them at home.
Have your signature notarized
You must now obtain an official signature certification (e.g. from the municipal office). This confirms that the signature you have provided is really your own.
Returning the documents
After receiving the founding documents, our experts will check them for completeness and then forward them to the notary's office for public notarization.
Entry in the commercial register
We submit all incorporation documents to the commercial register and ensure that your general partnership is successfully converted into a LLC.
When does it make sense to convert a general partnership into a LLC?
Conversion of a general partnership to a limited liability company may be appropriate for several reasons.
Firstly, the personal liability of the partners is limited to the assets of the company, which is particularly advantageous with regard to financial risks.
In addition, the LLC structure can help strengthen the company's professional image and increase the confidence of customers, business partners and investors. Tax advantages and the possibility of accepting new shareholders or investors also speak in favor of the conversion.
However, it is advisable to obtain detailed advice before making a decision in order to weigh up the individual advantages and disadvantages and to make an informed decision.
Frequently asked questions
Important points that you should consider when converting your general partnership into a limited liability company.
What steps are necessary to convert a general partnership into a limited liability company?
An accounting statement must be prepared for the general partnership. These are then audited by an auditor and the value of the company is confirmed. Finally, the founding meeting and the articles of association must be publicly notarized, after which all documents must be submitted to the commercial register office.
Are there specific legal requirements for the conversion?
Yes, all required documents must be prepared and submitted correctly in accordance with the provisions of the Swiss Code of Obligations.
How does the conversion affect the liability of the shareholders?
In a LLC, the partners are generally only liable up to the amount of their contribution, whereas in a general partnership the personal liability of the partners is unlimited.
What are the tax implications of the conversion?
The LLC becomes taxable as an independent legal entity. The profit of the LLC is subject to corporate profit tax. This is in contrast to the profit of the general partnership, which is taxable as income on a pro rata basis in the partners' private tax returns.
How long does the conversion process usually take?
The duration of the conversion process can vary depending on the complexity and processing time of the authorities, but is often several weeks to months.
Why is a change of legal form in Switzerland advantageous?
There are many advantages to changing the legal form of a company in Switzerland. By converting to an AG or GmbH, the personal liability of the entrepreneur can be limited to the company's assets, which protects against financial risks.
In addition, AGs and GmbHs make it easier to raise capital by issuing shares or ordinary shares, which improves the company's financial stability and growth opportunities. In addition, the conversion contributes to a more professional image of the company, which strengthens the trust of customers and business partners and opens up new business opportunities.
The more flexible structure of the AG and GmbH offers more room for growth and expansion, especially for larger projects or international business activities. Depending on the situation, there may be tax advantages.
However, before converting, the legal, tax and financial implications should be carefully considered and professional advice sought to ensure that the conversion supports the company's long-term objectives.
Transform your company easily with Startups.ch:
Convert a sole proprietorship into a LLC
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Convert sole proprietorship into a PLC
Convert your sole proprietorship into a public limited company (SA) to obtain more capital and increase your growth potential.
Convert a general partnership into a PLC
Convert your general partnership into a limited company to expand your investment opportunities and increase your financial stability.
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Do you need help?
We understand that many prospective company founders want to make sure that they don't overlook anything when setting up a company. So don't hesitate to contact us before you set up your company.