Which Legal Form is Right for an E-Commerce Company?
The appropriate legal form depends on how large your project is, how much risk you bear, and whether you are founding alone or with others.
For many small shops, the journey begins with a sole proprietorship. This legal form is simple, inexpensive, and quickly implemented. It is particularly suitable if you are starting alone, your financial risk is manageable, and you first want to test whether your business model works. However, it is important to note: with a sole proprietorship, you are generally personally liable. Therefore, if claims arise from delivery problems, product liability, lease agreements, subscriptions, or other obligations, this can affect your private assets.
A sole proprietorship must be registered in the commercial register if it achieved a sales revenue of at least CHF 100'000 in the last financial year (Art. 931 Abs. 1 OR). Below this threshold, registration is possible on a voluntary basis (Art. 931 Abs. 3 OR). In e-commerce in particular, voluntary registration can make sense because it appears more professional to payment service providers, suppliers, and customers.
The LLC is often the most popular legal form for seriously run e-commerce projects. It requires a share capital of at least CHF 20'000 (Art. 773 Abs. 1 OR). The LLC only comes into existence upon registration in the commercial register (Art. 779 Abs. 1 OR). Legally, it is its own entity, which strengthens the separation between the company and the private individual. This is particularly interesting if you are building up inventory, using larger advertising budgets, working with several suppliers, or founding with partners.
The stock corporation is more suitable for larger or growth-oriented projects. It requires a share capital of at least CHF 100'000 (Art. 621 Abs. 1 OR). Upon establishment, at least CHF 50'000 must be paid in (Art. 632 Abs. 2 OR). The stock corporation makes sense if investors, participations, or a clear separation between ownership and operational management are planned.
Anyone wishing to found an e-commerce company should therefore not choose the legal form based solely on the incorporation costs. Crucial factors are liability, public image, capital requirements, accounting, and growth perspective.
What Does the Legal Form Mean for Accounting and Administration?
The legal form directly influences how much administration you will face.
Sole proprietorships and partnerships with less than CHF 500'000 in sales revenue only need to keep accounts on income, expenses, and financial position (Art. 957 Abs. 2 OR). From a sales revenue of CHF 500'000, they are subject to the regular bookkeeping and financial reporting obligation (Art. 957 Abs. 1 Ziff. 1 OR). Legal entities, i.e., in particular LLC and stock corporation, are obliged to keep accounts regardless of turnover (Art. 957 Abs. 1 Ziff. 2 OR).
For an online shop, accounting is not just an annoying duty. It is the basis for stock valuation, margins, returns, payment reconciliations, VAT, and liquidity planning. Especially with platforms like Shopify, WooCommerce, or marketplaces with several payment providers, it is worth setting up bookkeeping and the shop system cleanly and early on.
If you need support with the topic of founding, Jurata will be happy to help you at any time: Gründung mit Jurata.
Does an Online Shop Need GTC?
GTC are not explicitly required by law for every online shop in Switzerland. In practice, however, they are almost indispensable.
GTC regulate what should apply to the purchase. This includes order, payment, delivery, retention of title, returns, warranty, vouchers, discount codes, customer account, liability, applicable law, and place of jurisdiction. Without GTC, the statutory rules apply. This is not always wrong, but often too imprecise in e-commerce.
It is important that GTC are accessible prior to the conclusion of the contract and are effectively integrated. In practice, this means: the customer should be able to read the GTC before sending the order and actively agree to them. A clearly visible link in the checkout and a checkbox are therefore sensible.
However, GTC must not be formulated arbitrarily strictly. A person acts unfairly if they use general terms and conditions which, in a misleading manner and to the detriment of consumers, create a significant and unjustified imbalance between rights and obligations (Art. 8 UWG). Particularly delicate are blanket exclusions of liability, completely unilateral amendment reservations, unclear return rules, or surprising costs.
A good GTC clause is not as harsh as possible, but as clear as possible. It reduces disputes, creates trust, and fits the actual process of your shop.
Is There a Right of Return in Online Retail in Switzerland?
In Switzerland, there is no general legal right of return simply because a purchase was completed online.
This surprises many founders because they are familiar with a right of withdrawal from the EU. Although Swiss law contains withdrawal rules for doorstep sales and similar contracts (Art. 40a OR, Art. 40d OR, Art. 40e OR), a normal purchase in an online shop does not automatically fall under this.
This means: if you want to allow returns, you should clearly regulate them in your GTC. For example, you can determine within which period returns are possible, what condition the goods must be in, who bears the return costs, and which products are excluded. Precision is particularly important for hygiene articles, personalized products, digital content, or perishable goods.
From a customer perspective, a voluntary right of return can promote sales. Legally, however, it should be formulated in such a way that you do not accidentally promise more than you can economically bear.
What Information Obligations Apply in Electronic Commerce?
Anyone who sells online must present themselves transparently. For offers in electronic commerce, the UWG requires, among other things, clear and complete information about identity and contact address, including e-mail address (Art. 3 Abs. 1 lit. s Ziff. 1 UWG).
Furthermore, your shop must point out the technical steps leading to the conclusion of the contract (Art. 3 Abs. 1 lit. s Ziff. 2 UWG). Customers must be able to recognize and correct input errors before placing the order (Art. 3 Abs. 1 lit. s Ziff. 3 UWG). After placing the order, you must confirm it electronically without delay (Art. 3 Abs. 1 lit. s Ziff. 4 UWG).
In practice, this means: your checkout should be understandable. Before clicking on "order with obligation to pay," the product, quantity, price, shipping costs, delivery address, and payment method should be checkable once again. After the purchase, an order confirmation by e-mail should follow automatically.
An imprint is also central for the online shop. It should contain at least the company name or name, physical address, and electronic contact address. In the case of legal entities, the company name should match the entry in the commercial register. If you want to found an e-commerce company and appear professional, a clear imprint is not only a mandatory program, but a signal of trust.
How Must Prices Be Indicated in the Online Shop?
Prices must be clear and transparent for consumers. According to the Price Indication Ordinance, passed-on public charges and non-optional surcharges must be included in the detail price (Art. 4 Abs. 1 PBV). Shipping costs may be shown separately (Art. 4 Abs. 1 PBV).
For practice, this means: hidden surcharges in the last checkout step are risky. If mandatory costs arise, they should be visible early and clearly. Shipping costs, delivery surcharges, or minimum quantity surcharges should be transparently explained before the customer completes the order.
Discount promotions must also be presented cleanly. Anyone working with comparative prices, Black Friday deals, or time-limited promotions should ensure that no misleading information about prices, goods, or business relationships is created (Art. 3 Abs. 1 lit. b UWG).
What Do You Have to Consider Regarding Data Protection?
An online shop almost always processes personal data. This includes name, address, e-mail, telephone number, payment information, order history, IP address, tracking data, and sometimes support inquiries.
The Data Protection Act requires that affected persons are appropriately informed about the collection of 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 to whom data are disclosed must be communicated (Art. 19 Abs. 2 DSG). If personal data are disclosed abroad, the state or international body and, if applicable, guarantees or exceptions must also be specified (Art. 19 Abs. 4 DSG).
Your privacy policy should therefore not be generic. It must fit your concrete shop. If you use payment providers, shipping service providers, newsletter tools, analytics, social plugins, rating platforms, or cloud systems, this must be neatly reflected.
Furthermore, data protection does not start with the text in the footer. Controllers must design data processing technically and organizationally in such a way that data protection regulations are complied with, and must take this into account right from the planning stage (Art. 7 Abs. 1 DSG). The measures must be appropriate, among other things, to the state of the art, the scope of the data processing, and the risk (Art. 7 Abs. 2 DSG). In addition, suitable default settings must ensure that only the personal data required for the purpose are processed, unless the data subject determines otherwise (Art. 7 Abs. 3 DSG).
For an e-commerce company, this means: do not collect more data than necessary. Secure the shop technically. Use strong passwords, clear access rights, encrypted connections, and reputable service providers. Also check whether data is transferred to countries outside Switzerland.
When Does EU Law Additionally Apply?
If you only sell in Switzerland, Swiss law is generally in the foreground. However, as soon as you specifically target customers in the EU, EU law can additionally become relevant. This applies in particular to data protection, consumer information, withdrawal rights, geoblocking, product safety, taxes, and customs.
A German checkout, prices in euros, shipping to EU countries, targeted advertising in EU markets, or a country-specific domain can be indications that you are no longer just serving the Swiss market. In this case, you should check the legal requirements for the target markets separately.
Particularly in international e-commerce, it is risky to simply copy Swiss GTC and adopt them in all markets. Return rights, information obligations, and data protection standards can differ significantly.
What Belongs on Your Checklist Before the Launch?
Before your shop goes live, you should legally set up at least the basic structure properly.
You need a suitable legal form, a clarified commercial register status, a complete imprint, effective GTC, a concrete privacy policy, transparent price indications, and a checkout that meets the statutory information obligations. Added to this are product-specific regulations, for example if you sell food, cosmetics, electronics, medical products, toys, or regulated services.
Founding an e-commerce company therefore does not just mean publishing a shop. It means building up a company that is legally, technically, and organizationally viable.
Conclusion
If you want to found an e-commerce company, you should think about the legal bases from the very beginning. The legal form decides on liability, capital, accounting, and public image. GTC create clarity regarding order, delivery, payment, returns, and liability. Data protection is mandatory as soon as you process customer data.
A good online shop is therefore not only beautifully designed and sales-strong. It is built up transparently, fairly, and legally clean. This protects you from disputes, strengthens the trust of your customers, and creates a better basis for growth.
Frequently Asked Questions About the E-Commerce Company
Do I need to found a company for an online shop?
If you regularly and independently sell goods or services online, you are basically conducting a business activity. You can start as a sole proprietorship or found an LLC or stock corporation. Which solution is suitable primarily depends on risk, revenue, capital, and growth plans.
Do I as a small online shop need GTC?
GTC are not always mandatory by law, but practically very highly recommended. They regulate central points such as delivery, payment, returns, warranty, and liability. It is important that they are accessible before the purchase and are not formulated unfairly to the detriment of the customer.
Do I have to give customers a right of return?
In Switzerland, there is no general legal right of return for ordinary online purchases. However, you can offer a right of return voluntarily. In that case, you should clearly regulate the conditions in your GTC.
Is a template sufficient for the privacy policy?
A template can be a starting point, but is rarely sufficient on its own. The privacy policy must fit your actual shop. It should explain what data you collect, what you use it for, to whom you pass it on, and whether data is transferred abroad.
