Read this article to find out why the GmbH is so popular among startups in Switzerland. Start your own startup easily, online and with just a few clicks.
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Before you found a company or a start-up, there is the fundamental question of the legal form. The most popular legal forms include GmbH, sole proprietorship and joint stock company.
In the following article, we will explain the most important things about setting up a GmbH in Switzerland so that you are optimally prepared to set up your own company.
GmbH stands for limited liability company. It is a capital company. It is a hybrid of a stock corporation and a collective company and is created upon entry in the commercial register.
The GmbH is very suitable for Startups or Family Business, as it requires little start-up capital. More specifically, you need a share capital (founding capital) of at least CHF 20,000. As stated in the name, liability is limited. This means that, as a shareholder, Liable only with the share capital. Die
To found a GmbH, you need at least eine natural or legal person. The company name can be freely chosen. The addition “GmbH” or “limited liability company” is simply mandatory. It is also important that the name is different from other company names registered in Switzerland.
In Difference from AG The GmbH requires significantly less start-up capital. In contrast to shareholders, shareholders generally only participate financially in the company and are not involved in the management of the company. This is different with the GmbH, which follows the principle of self-organization.
In Difference from sole proprietorship The GmbH has higher start-up costs. The sole trader is also personally and fully liable for the liabilities of his company.
Die Ltd Is one of the most popular legal forms in Switzerland. However, setting up a GmbH does not always make sense. Before you start a company, you need to consider what the project and purpose of the company is. If your own company is a sideline and is low-risk, then a GmbH will hardly be the right solution due to the start-up costs and minimum capital. The GmbH is suitable for startups and family businesses that take a certain risk. By limiting liability to start-up capital, the risk assumed can be covered.
Other questions you should ask yourself before setting up a company in Switzerland include the intended size and target group of the start-up. The GmbH is ideal for small and regional companies. If you are aiming for national reach, the public limited company is probably more suitable.
At Jurata, we specialize in setting up companies, in particular setting up limited liability companies. If you are still unsure whether the GmbH is the right legal form for you, We advise you Anytime.
As already mentioned, a GmbH is a very popular legal form, particularly for start-ups. So what convinces people who want to found a start-up to found a start-up in the form of a GmbH?
Despite the many advantages, the legal form of a GmbH also has disadvantages.
We have put together the most important points that you should consider before and during setting up a GmbH in Switzerland.
There are costs when setting up a company. It is very important to calculate the costs arising precisely before setting up the GmbH and thus avoid unpleasant surprises. As you already know, the initial capital (share capital) of a GmbH is CHF 20,000. There are also other costs that you must take into account:
As you can see, you can face many other hidden costs in addition to share capital. That is why we have Jurata Simplifies this process and offers you a Start-up package with no hidden costs at a fixed price. With us, you come completely Simply online And with Just a few clicks to your own GmbH And already Starting at CHF 480.
Before you can found a GmbH, you must consider whether you want to found an individual GmbH or whether your start-up GmbH should consist of several founders.
💡 At least one natural or legal person is required to establish a company.
In addition to the business idea and a corporate concept, the company name, the company purpose and the domicile of the GmbH are important decisions that you must make.
You are in the choice of company name Free, provided that the legal form (GmbH) is included in the company name and the company name has not already been assigned. It is worthwhile to check availability in advance with the Federal Central Company Index. At Jurata, we are happy to take care of this clarification for you.
The Company purpose Must be included in the statutes at the time of incorporation. It is of central importance. It provides information about the purpose of the company and at the same time forms the barrier to business activity.
The location where the GmbH has its business premises is called domicile Referred to. The domicile must also be recorded in the statutes. The address is entered in the commercial register.
As already mentioned, founding a GmbH requires a so-called share capital of at least CHF 20,000. If your start-up consists of several members (co-owner/shareholder), you must also determine how many ordinary shares each shareholder has in the GmbH. A common share is at least CHF 100.
The share capital can be raised in the form of cash or contributions in kind. To set up, the share capital must be paid in full.
The most common form of deposit of share capital is Cash deposit. When investing in cash, the share capital is paid into a so-called capital payment account at a bank. As soon as the company is entered in the commercial register, the money is released and is available to the company as start-up capital.
If you have your Capital payment account with ZKB Set up, you get thanks to our Partnership with ZKB One Discount of CHF 150 on start-up costs ofthe Jurata's founding package. For you, this means that you can set up a GmbH from just CHF 330.
Is the share capital in the form of Contributions in Kind Introduced, additional steps must be taken. This is why this is also referred to as a qualified start-up. In particular, contributions in kind must be usable and available so that they can be validly incorporated into a GmbH.
In order for a GmbH to be legally established, the management, the shareholders' meeting and an auditor must be named.
Die Shareholders' Meeting Is the highest organ of the GmbH. It determines what happens with the profit generated, appoints management, approves the annual report and is responsible for changes to the articles of association.
☝️ By law, the shareholders' meeting must be held at least once a year.
The legislator assumes that the GmbH in your organization is Principle of self-organization follows. The shareholders' meeting usually appoints one or more founders who management Take over. However, it is also permitted for management to be taken over by third parties.
💡 The managing person must necessarily be domiciled in Switzerland. It is personally liable if damage is caused by intentional or negligent breaches of duty.
Die auditor Is responsible for reviewing the accounts and prepares an audit report for the attention of the shareholders' meeting.
The appointment of organs is not only a prerequisite for establishing a GmbH in Switzerland. Bodies make a significant contribution to proper functioning.
In order for a GmbH to be legally established, various documents must be prepared, prepared, completed and signed.
The most important founding documents include Statutes. You Uphold the Basic Rules of Law. In particular, the company name, the amount of share capital, the purpose of the activity, the address of the registered office, the common shares (number and value) of each shareholder, the person (s) appointed to manage the company and any contributions in kind must be recorded.
Other necessary documents include the appointment of the auditor or waiver for the limited audit, the Lex-Friedrich Declaration, the Stampa Declaration, the commercial register application and the certification of signatures.
💡 The constituent documents are a mandatory requirement for the constituent act. In order for everything to be complete and correct, it makes sense to have the founding documents together with a Specialists to create, or to have it controlled by one.
As already mentioned, the shareholders' meeting is the highest body. The First Shareholders' Meeting will therefore Founding meeting Called. The articles of association must be defined or approved, the managing directors and, under certain circumstances, an auditor must be appointed
After all documents have been prepared, the founding meeting is held by notary convoke. He Takes the notarial certification and certifies the signatures. For this to be possible, all founding members must be present and be able to identify themselves.
💡 Depending on the Canton, signature certification is also possible with the municipality or the commercial register. In this case, it makes sense to have the signatures certified before the founding meeting and sentencing.
Now nothing stands in the way of GmbH registration in the commercial register. The founding documents can be submitted to the relevant commercial register together with the already signed commercial register application. Registration in the commercial register costs between CHF 400 - 600. It takes about 10-14 days from registration to publication.
☝️ Registration of the GmbH is mandatory. The GmbH is only created upon registration of the commercial register (publication).
As a shareholder (share capital provider), you are entered with your name in the commercial register. The commercial register with all its entries is publicly available in Central Company Index.
❗ Registration in the commercial register does not protect the company name (business name). This means that despite registration in the commercial register, other companies can use a similar name. We at Jurata therefore offer, in addition to GmbH Founding Also a comprehensive Brand protection package (Trademark) on.
Find out more about trademark protection in Switzerland here.
As soon as the GmbH is founded, the responsible social security office will provide you with the registration form for social insurance too. After the return, your GmbH will be registered for social security contributions (AHV, IV, EO, ALV). Die Registration with the Compensation Fund is mandatoryAs soon as they hire staff.
☝️ As a shareholder, you are considered an employee of your GmbH. This means that even if no other staff is hired, you must return the form and pay social security contributions.
If you or your employees earn at least CHF 21,510 per year, you must join a Pension Fund and organise occupational benefits (BVG) for your employees (and yourself).
As soon as you employ people in the GmbH and they receive a salary, you must have a Occupational accident insurance Complete (BU). This applies regardless of workload. People who work more than 8 hours a week must also be insured against accidents during leisure time (NBU).
It is possible that your GmbH is the VAT-Liability subject to. If you generate less than CHF 100,000 in sales per year in Switzerland, you are not necessarily subject to VAT. To find out whether you are subject to VAT, you can visit the website of Federal Tax Administration Be helpful. Alternatively, you can consult our Specialists Gladly.
As you can see, there are a few things to consider in order to establish a GmbH in Switzerland. Founding a sole proprietorship, for example, is more complex. In contrast to sole proprietorship There are higher start-up costs. The shareholders are only liable for this with their share capital and not with their personal assets.
The GmbH must comply with various legal regulations so that it can be validly established. At Jurata, we specialize in making start-ups as easy as possible. Set up your own GmbH now, online and with just a few clicks.
The original text was translated from German to English by machine translation.
Before her studies, Karin Baader completed her training as a bank clerk, including a vocational diploma, and then completed the passerelle at Kirschgarten Gymnasium in Basel. She received her master's degree in law from the University of Basel. During her studies, she initially worked part-time at a bank. She later worked, among other things, as a lawyer's assistant and research assistant at the Department of Private Law in Basel.
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