Founding a limited liability company in Switzerland: the complete checklist
Found a limited liability company in Switzerland quickly and easily: Find out everything you need to know to successfully start your own company.
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The first step in founding a company is always to choose the right legal form. In Switzerland, the LLC is one of the preferred legal forms for founders. Although the start-up costs are higher compared to a sole proprietorship, the GmbH structure also offers considerable advantages. The following checklist provides information on what needs to be considered when founding a sole proprietorship.
Founding a LLC: the comprehensive checklist
The right preparation is crucial, especially when setting up a company. Once you have decided on the right legal form, it is important to check which steps are necessary for a successful start-up. The following step-by-step checklist will guide you through the process of founding a GmbH and ensure that you have all the important aspects in mind.
Step 1: Budgeting the start-up expenses for founding your LLC
A minimum capital of 20,000 Swiss francs must be available for the formation of a LLC. In addition, there are further expenses for administration and management. These may include notary fees, consultancy fees or the fee for entry in the commercial register. To get an overview of the expected start-up costs, it is advisable to draw up a detailed business plan in which all financial expenses are listed in detail.
Step 2: Choosing the company name for your LLC
As with other legal forms, inadequate checks on the company name can lead to legal and trademark problems, which are usually associated with considerable financial expenditure. For this reason, it is very important to carry out thorough research and, if necessary, to have the desired company name checked by a specialist or on the zefix.ch website. Once entered in the commercial register, your company name is automatically protected throughout Switzerland. Please note, however, that when founding a LLC, the company name must always have the legal form “LLC” or “Limited Liability Company” at the end.
Step 3: Determining the share capital for your LLC
When setting up a LLC, both the share capital and the contribution of each shareholder must be determined. The minimum amount of share capital for a GmbH is CHF 20,000. Similar to a public limited company, this capital can be paid up either in kind or in cash. The share capital must then be divided into ordinary shares, with each share having a minimum nominal value of CHF 100.
Step 4: Appointing the managing directors and shareholders of your LLC
A LLC can be founded either alone or together with partners. As a rule, the partners take on management tasks and have decision-making authority for matters that do not fall within the remit of the shareholders' meeting. The regulations on management can be defined in the articles of association of the LLC and can therefore deviate from the usual allocation of responsibilities.
Step 5: Preparation of the founding documents
In addition to the entry in the commercial register, the submission of the waiver of the limited audit, the Lex Friedrich declaration and, if applicable, a declaration of acceptance of the registered office, it is necessary to record the basic legal provisions of your company in the articles of association:
- The company name
- The amount of the company's share capital
- The purpose of the company
- The address of the registered office
- The amounts paid in by each shareholder
- Information on the management
- Any contributions in kind
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Step 6: Naming the executive bodies of your LLC
When a LLC is founded, the following three bodies must be named: the shareholders' meeting, the management and the auditing body.
The shareholders' meeting has the task of determining the use of the profits generated, approving the annual report and deciding on the appointment of the management; the management is (as already mentioned) appointed by the shareholders' meeting and can consist of the founders or external persons.
The audit body must be appointed by companies that employ more than 10 full-time employees on average over the year. The main task of this body is to have the accuracy of the accounts audited by an independent body.
In addition, as the founder of a LLC, it is necessary to hold an inaugural meeting at least once a year, at which amendments to the articles of association, the appointment and dismissal of the management and the approval of the annual financial statements are discussed.
Step 7: Registering your LLC in the commercial register
Registration in the commercial register takes place after the certificate of incorporation has been publicly certified by a notary and the signatures of all authorized persons have been certified. This certification can be carried out either at the municipal or commercial register office or at a notary's office. If the person is located abroad, an apostille or over-certification can also be used. We take care of this step for you!
Step 8: Notification to the compensation office and VAT registration
The obligation to register with the relevant compensation office is mandatory and is carried out using the cantonal questionnaire.
The VAT obligation only applies to companies with an annual turnover of over CHF 100,000. If your company reaches this threshold, it is necessary to register your limited liability company for VAT with the Federal Tax Administration. We will take care of this step for you!