Does an Online Shop in Switzerland Need a License?
For a normal online shop, you generally do not need any special license in Switzerland. However, the decisive factor is what you sell and to whom you sell it.
A shop for T-shirts, home accessories or digital templates is legally classified differently than a shop for food, cosmetics, medical products, alcohol, financial products or products for children. The more sensitive the product, the more likely it is that additional regulations will apply.
If you sell physical products, you must pay attention to product safety. Products may only be placed on the market if, under normal or reasonably foreseeable conditions of use, they do not endanger, or endanger only minimally, the safety and health of users (Art. 3 Abs. 1 PrSG). Depending on the product, labeling, warnings, instructions for use or disposal information may become important (Art. 3 Abs. 4 PrSG).
For most founders, this means: You can start quickly, but before launching, you should check whether your specific product range triggers special rules.
Which Legal Form is Suitable for an Online Shop?
If you want to start an online shop in Switzerland, you can generally start with a sole proprietorship, LLC or stock corporation. The suitable legal form depends primarily on risk, growth, capital requirements and personal liability.
The sole proprietorship is uncomplicated and inexpensive. It is often suitable for small shops, test phases or side-line projects. The disadvantage is that you are personally liable. If claims, product liability risks or larger inventories are involved, this can become uncomfortable.
The LLC looks more professional and separates business assets more strictly from personal assets. Legally, it only comes into existence upon entry in the commercial register (Art. 779 Abs. 1 OR). The articles of association must contain, among other things, the company name, registered office, purpose and share capital (Art. 776 OR). For many online shops, the LLC is a sensible middle ground between costs, limitation of liability and credibility.
The stock corporation is particularly interesting if you want to take on investors, involve employees or scale up to a larger size. However, it is more complex to set up and administer.
If you need support with the foundation, Jurata will be happy to assist you at any time: Gründungen.
When Does an Online Shop Have to Enter the Commercial Register?
For a sole proprietorship, entry in the commercial register is mandatory if it has achieved a sales revenue of at least CHF 100,000 in the last financial year (Art. 931 Abs. 1 OR). Below this threshold, voluntary entry is possible (Art. 931 Abs. 3 OR).
For an LLC and stock corporation, entry in the commercial register is mandatory because these companies only come into existence as legal entities as a result. Anyone starting out with an LLC from the very beginning, therefore, cannot avoid entry in the commercial register.
The duty to use the company and registered name is also important. If your company is entered in the commercial register, you must state the registered company name or registered name completely and unchanged in correspondence, order forms, invoices and announcements (Art. 954a Abs. 1 OR). You may also use logos and shop names (Art. 954a Abs. 2 OR).
What Must Be Included in the Legal Notice of a Swiss Online Shop?
An online shop in Switzerland needs clear details regarding identity and contact address. This follows from the rules on electronic commerce. Anyone offering goods, works or services online must provide clear and complete details about their identity and contact address, including e-mail address (Art. 3 Abs. 1 lit. s Ziff. 1 UWG).
In practice, your legal notice must include at least your name or your company name, a physical address and an e-mail address. A mere contact form is risky because the electronic contact address is expressly required. If your company is entered in the commercial register, the company name should appear as it is registered.
The legal notice should be easy to find, for example in the footer of every page. Hidden details in the checkout or in the terms and conditions are not sufficient if customers cannot find them easily before ordering.
How Must the Ordering Process Be Structured?
The checkout must be transparent. The law requires in electronic commerce that you point out the individual technical steps that lead to the conclusion of a contract (Art. 3 Abs. 1 lit. s Ziff. 2 UWG). Furthermore, you must provide technical means by which customers can recognize and correct entry errors prior to placing the order (Art. 3 Abs. 1 lit. s Ziff. 3 UWG).
After the order has been placed, you must confirm receipt of the order electronically without delay (Art. 3 Abs. 1 lit. s Ziff. 4 UWG). In practice, this is usually done via an automated order confirmation by e-mail.
The contract itself is concluded according to general rules when the parties reach a mutual agreement (Art. 1 Abs. 1 OR). For your shop, it is therefore important that it is clear when the order becomes binding. Typical is a button such as "order with obligation to pay" or a similarly clear phrasing.
How Must Prices Be Specified in the Online Shop?
Prices must be clear, comparable and not misleading. This is precisely the purpose of the Price Disclosure Ordinance (Art. 1 PBV). For goods offered to consumers, the actual price to be paid must be disclosed (Art. 16 Abs. 1 UWG).
Non-optional surcharges must be included in the detailed price. These include passed-on public charges, copyright royalties, advance disposal fees and other mandatory surcharges (Art. 4 Abs. 1 PBV). Shipping costs may be shown separately (Art. 4 Abs. 1 PBV).
For an online shop, this means: Customers should not be surprised by mandatory additional costs only at the end of the checkout. If fees are unavoidable, they belong in the price. If shipping costs are incurred separately, they must be clearly visible at the latest before completing the order.
Anyone who intentionally or negligently violates price disclosure obligations risks a fine (Art. 24 Abs. 1 UWG).
What Data Protection Obligations Apply to Online Shops?
An online shop almost always processes personal data. This includes name, address, e-mail, telephone number, payment information, order history, IP addresses and in some cases tracking data.
According to the Data Protection Act, you must inform data subjects appropriately about the collection of their personal data (Art. 19 Abs. 1 DSG). At least the identity and contact details of the controller, the purpose of processing, and, if applicable, the recipients or categories of recipients must be communicated (Art. 19 Abs. 2 DSG).
A privacy policy is therefore practically indispensable. It should explain what data you collect, what you use it for, which service providers are involved and whether data is disclosed abroad. If personal data is disclosed abroad, you must also communicate the state or international body and, if applicable, the guarantees or exceptions (Art. 19 Abs. 4 DSG).
If you target consumers in the EU, the GDPR may additionally become relevant. This should be checked separately, because the EU rules are in part stricter regarding consent, cookies, tracking and data subject rights.
Does an Online Shop Need Terms and Conditions?
Terms and conditions are not required by law, but are highly recommended. They create clarity regarding how ordering, payment, delivery, retention of title, returns, warranty, liability and support work.
It is important that terms and conditions are not simply hidden somewhere. Customers should be clearly pointed to them before completing the order and be able to access them. Particularly problematic are surprising or unclear clauses.
For sales of goods, statutory warranty rules apply in principle. The seller is liable for ensuring that the object has the promised qualities and does not show any physical or legal defects that significantly reduce its value or fitness for use (Art. 197 Abs. 1 OR). This liability can be contractually restricted, but an agreement on lifting or restricting the warranty obligation is invalid if the seller has fraudulently concealed defects (Art. 199 OR).
Precisely in online trade, it is therefore worthwhile to carefully separate returns, guarantees and warranties. "Return" is often a voluntary goodwill rule. "Warranty" concerns statutory defect rights. "Guarantee" is usually an additional promise by the manufacturer or seller.
Is There a Right of Withdrawal in Switzerland Like in the EU?
In Switzerland, there is no general statutory 14-day right of withdrawal for normal online purchases as there is in the EU. The withdrawal rules in the Code of Obligations concern special constellations such as door-to-door sales and similar contracts. They only apply under the statutory requirements, for example in the case of certain contracts for movable physical objects and services for personal or family use and starting from a value of more than CHF 100 (Art. 40a Abs. 1 OR).
For your online shop, this means: You can voluntarily offer a right of return, but you must then regulate it clearly. If you promise a "30-day return", for example, you should determine when the period starts, which products are excluded, who bears the return shipping costs and in what condition the goods must be returned.
From When Does an Online Shop Become Subject to VAT?
In principle, anyone who carries on a business irrespective of legal form, purpose and profit intent and provides services in Switzerland or has their registered office, domicile or permanent establishment in Switzerland is subject to VAT (Art. 10 Abs. 1 MWSTG).
However, anyone who makes less than CHF 100,000 turnover within one year from services not exempt from the tax in Switzerland and abroad is exempt from liability for tax (Art. 10 Abs. 2 lit. a MWSTG). The turnover is calculated based on the agreed remuneration excluding tax (Art. 10 Abs. 2bis MWSTG).
This means: Many small shops initially start without VAT registration. However, as soon as you expect or realize that the threshold will be reached, you should plan the registration and billing in good time. Additional questions can arise in particular with cross-border sales, imports, dropshipping or digital services.
What Bookkeeping Obligations Apply?
Bookkeeping depends on the legal form and turnover. Legal entities such as an LLC and stock corporation are obliged to keep accounts and file financial reports (Art. 957 Abs. 1 Ziff. 2 OR). Sole proprietorships and partnerships must also keep complete accounts if they have achieved a sales revenue of at least CHF 500,000 in the last financial year (Art. 957 Abs. 1 Ziff. 1 OR).
Sole proprietorships and partnerships with less than CHF 500,000 turnover must at least keep accounts of income, expenditure and financial position (Art. 957 Abs. 2 Ziff. 1 OR).
Even if you start small, you should set up clean processes. Payment provider, shop system, accounting and warehouse should fit together. At the latest when returns, discounts, vouchers, partial payments or deliveries abroad are added, clean accounting becomes crucial.
What are Typical Mistakes at Start-up?
A common mistake is to put the online shop live first and pull up the legal framework later. This often leads to gaps in the legal notice, privacy policy, terms and conditions, and price specifications.
A second mistake is the adoption of third-party terms and conditions. Texts from other shops rarely fit your own legal form, product range, delivery channels, payment methods and return rules. In addition, copied texts can be problematic in terms of copyright.
A third mistake is the wrong assumption that an online shop can "automatically" function internationally. Anyone actively selling abroad must check taxes, customs, data protection, product safety and consumer law in the target country.
Conclusion: It is Worth Starting Legally Clean
Anyone who wants to start an online shop in Switzerland does not have to shy away because of sheer regulations. The most important obligations are easily manageable: clear identity, transparent prices, clean checkout, privacy policy, matching terms and conditions, correct bookkeeping and timely checking of VAT.
The more clearly you regulate these points before launching, the more professional your shop appears and the less risk arises later. It is particularly important that law, taxes and technology fit together. A good online shop is not only beautifully designed, but also legally clean in structure.
Frequently Asked Questions About Online Shops in Switzerland
Can I start an online shop as a sideline?
Yes, that is generally possible. It is important that you keep an eye on your tax duties, a potential duty to enter the commercial register, bookkeeping and social insurances. When the shop grows, you should check the legal form and organization anew.
Do I already need terms and conditions as a small shop?
Terms and conditions are not mandatory by law. In practice, however, they are useful because they regulate core issues such as delivery, payment, return, warranty and liability. Without terms and conditions, the statutory rules apply and, in the event of a dispute, often what results from the order, communication and law.
Do I have to display prices inclusive of VAT?
If you are subject to VAT and sell to consumers, the actual price to be paid must be clearly stated. Non-optional surcharges must be included in the detailed price (Art. 16 Abs. 1 UWG, Art. 4 Abs. 1 PBV). Shipping costs may be shown separately.
Am I allowed to send newsletters to customers?
Mass advertising via electronic communication is only permitted under certain conditions. In particular, anyone who sends such advertising without prior consent or does not offer an easy and free option to decline acts unfairly (Art. 3 Abs. 1 lit. o UWG). For existing customers, there is a narrower exception for own similar goods or services if attention was drawn to the option to decline during the sale (Art. 3 Abs. 1 lit. o UWG).
