What does digital company formation mean in Switzerland?
A digital company formation does not always mean that the entire process is completed fully online. In practice, it usually means that you prepare the foundation data digitally, generate forms online, bundle registration with authorities, and can submit certain steps electronically.
Legally, however, the commercial register remains crucial. It records and publishes important facts about companies and serves legal certainty and the protection of third parties (Art. 927 Abs. 1 OR). This means: only the register entry makes certain information publicly verifiable, such as the company name, registered office, purpose, and persons authorized to represent the company.
Which legal form is the easiest to set up online?
As a rule, the sole proprietorship is the easiest to handle digitally. Anyone who sets up a sole proprietorship does not establish a separate legal entity, but acts as a natural person in business. A minimum capital is not required for this.
A sole proprietorship must be registered in the commercial register if it has generated sales revenue of at least CHF 100’000 in the last financial year (Art. 931 Abs. 1 OR). Below this threshold, registration is in principle voluntary (Art. 931 Abs. 3 OR). In the case of sole proprietorships, additional supporting documents must only be submitted with the application if the facts to be registered are not already apparent from the application or if other regulations require this (Art. 37 Abs. 1 HRegV).
With an LLC or stock corporation, the process is more formal. Both legal forms require a public deed. The stock corporation is established by the founders declaring in a public deed that they are founding a stock corporation, establishing the articles of association, and appointing the corporate bodies (Art. 629 Abs. 1 OR). The same basic principle applies to the LLC (Art. 777 Abs. 1 OR). That is why you can prepare an LLC or stock corporation online, but you cannot set it up fully with just one click.
How does the online process work step by step?
The digital process starts with the basic data. You determine which legal form you want to choose, what the company should be called, where its registered office is, what purpose it pursues, and who should have signing authority. In the case of an LLC or stock corporation, capital, shareholding ratios, corporate bodies, articles of association, and audit questions are added.
The documents are then prepared. For a sole proprietorship, this is primarily about the commercial register registration, provided a registration is necessary or desired. In the commercial register, Swiss sole proprietorships are registered, among other things, with the company name, company identification number, registered office, legal domicile, purpose, owner, and persons authorized to represent the company (Art. 38 HRegV).
In the case of a stock corporation, the documents to be submitted for incorporation include the public deed, the articles of association, declarations of acceptance by the members of the board of directors, if applicable, documents relating to the auditors, and, in the case of cash contributions, a bank certificate (Art. 43 Abs. 1 HRegV). For an LLC, the requirements are similar, in particular with a public deed, articles of association, if applicable, declarations of acceptance by the managing directors, auditing documents, and a bank certificate in the case of cash contributions (Art. 71 Abs. 1 HRegV).
This is followed by notarization for the LLC and stock corporation. The company is then registered in the commercial register. The stock corporation must be registered at its place of residence (Art. 640 OR). The same applies to the LLC (Art. 778 OR). The stock corporation only acquires legal personality with its registration in the commercial register (Art. 643 Abs. 1 OR). The LLC also acquires its legal personality through registration (Art. 779 Abs. 1 OR).
What else do you need for an LLC and stock corporation?
If you want to set up a company online in Switzerland and choose an LLC or stock corporation, you need above all clarity about capital, articles of association, and organization.
For the LLC, the share capital is at least CHF 20’000 (Art. 773 Abs. 1 OR). For the stock corporation, the share capital is at least CHF 100’000 (Art. 621 Abs. 1 OR). In both legal forms, the capital must be clearly stated during the incorporation process and, in the case of cash contributions, proven by a bank confirmation, unless the bank is already named in the public deed (Art. 43 Abs. 1 lit. f HRegV, Art. 71 Abs. 1 lit. g HRegV).
Another point is the audit. Under certain conditions, small companies can opt out of the limited audit. In the case of a stock corporation, this is possible with the consent of all shareholders if the company does not have more than ten full-time positions on an annual average (Art. 727a Abs. 2 OR). For the LLC, the provisions of stock corporation law regarding the auditing body apply accordingly (Art. 818 Abs. 1 OR).
How important is the company name?
The company name is more than branding. It must be legally permissible. In principle, any company may contain descriptive details or fantasy names as long as it is true, not misleading, and does not contradict any public interest (Art. 944 Abs. 1 OR).
In the case of a sole proprietorship, the surname of the owner must be part of the company name (Art. 945 Abs. 1 OR). In addition, no suffix may be used that suggests a corporate relationship (Art. 945 Abs. 3 OR). A sole proprietorship should therefore not look as if there is an LLC, stock corporation, or several partners behind it.
In the case of an LLC and stock corporation, the choice of company name is freer. Commercial enterprises can in principle choose their company name freely, but must state the legal form (Art. 950 Abs. 1 OR). In addition, the company name of a commercial enterprise must differ clearly from all company names already registered by commercial enterprises and cooperatives in Switzerland (Art. 951 OR). The Federal Supreme Court judges the distinctiveness based on the overall impression. Particularly characteristic elements such as fantasy names can carry great weight (BGer 4A_125/2019 E. 2.1).
A name check before founding a company is therefore always worthwhile. The commercial register does not check every conceivable risk of confusion in the market for you.
Can the commercial register registration be done electronically?
Yes, electronic registrations are fundamentally provided for. The Commercial Register Ordinance explicitly regulates electronic commercial transactions with the commercial register authorities (Art. 1 lit. c HRegV). Electronic applications must be signed with a qualified electronic signature with a qualified electronic time stamp (Art. 18 Abs. 4 HRegV).
This is important because «prepared online» and «legally submitted electronically» are not the same thing. Depending on the canton, legal form, and incorporation model, certifications, notarization steps, or paper documents may still play a role. Especially for LLC and stock corporation, the practical process therefore depends heavily on how the notary, bank, and commercial register work together.
How long does it take to set up a company online?
The duration depends heavily on the legal form, the quality of the documents, and the workload of the offices involved. A simple sole proprietorship is usually prepared faster than an LLC or stock corporation. In the case of capital companies, capital deposit, bank confirmation, articles of association, notarization, and commercial register check are added.
The legal logic is clear: the commercial register is based on an application, and the facts to be registered must be proven (Art. 929 Abs. 2 OR). If information is missing, documents do not match, or the name is problematic, the process may be delayed.
Anyone wishing to set up a company online in Switzerland should therefore not wait until the desired start date to begin with the documents. It makes sense to clarify the legal form, company name, purpose, ownership structure, and signing rights early on.
What are the most common mistakes in digital company formation?
The most common mistake is assuming that online entry replaces the incorporation itself. For sole proprietorships, the digital process can be very lean. For LLC and stock corporation, however, public notarization remains the central step in setting up the company (Art. 629 Abs. 1 OR, Art. 777 Abs. 1 OR).
A second mistake is checking the company name too late. Especially for an LLC and stock corporation, the company name must be clearly distinguishable (Art. 951 OR). Anyone who has already prepared a logo, domain, and website before the company name is legally checked risks extra work.
A third mistake concerns the roles in the company. Even when setting up, it must be clear who is a partner, board member, managing director, or authorized signatory. This information will later appear in the commercial register, for example in the case of a stock corporation in accordance with Art. 45 Abs. 1 HRegV and for an LLC in accordance with Art. 73 Abs. 1 HRegV.
If you need support with the topic of company registration, Jurata is always happy to help.
Conclusion: Online setup is possible, but not in the same way for every legal form
Setting up a company online is easily possible in Switzerland today, but the level of digitization depends heavily on the legal form. The sole proprietorship is the least complicated. The LLC and stock corporation can be prepared digitally, but still require public notarization, proof of capital, and the commercial register entry.
Those who prepare carefully save time. The right legal form, a permissible company name, complete documents, and a realistic understanding of the process are crucial. In this way, digital company formation does not become a hurdle race of forms, but a structured start into self-employment.
