Can you establish an LLC in Switzerland completely online?
An LLC can be largely prepared online in Switzerland, but it cannot be established completely informally with a click. The decisive point is the public notarization. The founders must declare in a public deed that they are establishing an LLC, determine the articles of association, and appoint the governing bodies (Art. 777 Abs. 1 OR).
This means: Online tools can take a lot of work off your hands. They can structure information, prepare articles of association, coordinate the commercial register registration, and guide you through the necessary steps. However, they do not automatically replace the formal act of establishment.
The application to the commercial register can also be submitted electronically. The Commercial Register Ordinance allows applications on paper or in electronic form (Art. 16 Abs. 2 HRegV). However, electronic applications must meet the legal requirements (Art. 16 Abs. 3 HRegV). In particular, they must be signed with a qualified electronic signature and a qualified electronic timestamp (Art. 18 Abs. 4 HRegV). A simple email is not sufficient for this.
If you want to establish an LLC online, you should therefore correctly understand the process: Online is primary for the preparation, coordination, and partial submission. The public deed and the commercial register entry remain legally decisive.
What are the requirements for an LLC?
An LLC is a person-oriented capital company. One or more persons or commercial companies can be involved in it. In principle, only the company assets are liable for the debts of the LLC (Art. 772 Abs. 1 OR).
The share capital must be at least CHF 20'000 (Art. 773 Abs. 1 OR). Upon establishment, a contribution must be fully paid for each share (Art. 777c Abs. 1 OR). In practice, the money is paid into a capital contribution account at a bank. The bank then issues a confirmation, which is required for the establishment.
The articles of association are also central. They must contain at least information on the company name and seat, the purpose, the amount of share capital, as well as the number and nominal value of the shares. In addition, they must regulate the form of communications to shareholders (Art. 776 OR).
The company name should also be checked early on. Although commercial companies can generally choose their company name freely, they must state the legal form (Art. 950 Abs. 1 OR). In the case of an LLC, the name must therefore clearly indicate that it is an LLC. In addition, a check in the commercial register is worthwhile so that you do not only find out shortly before registration that your desired name is problematic.
How does the online establishment of an LLC work in practice?
If you want to establish an LLC online, the process usually begins with entering the most important details. These include the company name, the seat, the business address, the purpose, the shareholders, the management, the signing authorities, and the distribution of shares.
Thereafter, the founding documents are prepared. These include, in particular, the articles of association, the public deed on the establishment act, and the commercial register registration. To register an LLC with the commercial register, the public deed on the establishment act and the articles of association must be submitted, among other things (Art. 71 Abs. 1 lit. a HRegV, Art. 71 Abs. 1 lit. b HRegV). Depending on the case, further evidence is required, such as on the acceptance of an election as managing director, on an auditor, or on the deposited cash contributions (Art. 71 Abs. 1 lit. c HRegV, Art. 71 Abs. 1 lit. d HRegV, Art. 71 Abs. 1 lit. g HRegV).
In parallel, you usually open a capital contribution account and pay in the share capital. Only when the contributions can be proven can the establishment be properly notarized and then registered with the commercial register.
After notarization, submission to the commercial register office at the company's seat follows. This is because the LLC must be entered in the commercial register at the place of its seat (Art. 778 OR). The commercial register checks the documents and then makes the entry. Only with this entry does the company obtain its own legal personality (Art. 779 Abs. 1 OR).
What documents do you need for the establishment?
For a simple cash establishment, you typically need the details of all founders, the articles of association, the declaration regarding the subscription of shares, the bank confirmation of the paid-in share capital, and the details of management and signing authority.
The public deed on the establishment act must contain, among other things, the personal details of the founders, the declaration of establishment, the confirmation of the established articles of association, and the subscription of shares (Art. 72 HRegV). The founders must also state in the action of establishment that all shares have been validly subscribed, that the contributions correspond to the total issue price, and that the legal and statutory requirements for the contributions are met (Art. 777 Abs. 2 OR).
If persons authorized to sign are registered in the commercial register, their signatures must also be deposited. This can be done at the commercial register office, with a certified signature on paper or, under certain conditions, electronically (Art. 21 Abs. 1 HRegV).
The more digitally you want to handle the process, the more important the formal requirements are. Although supporting documents can be submitted electronically, they must be signed in accordance with the law. Electronic supporting documents require a qualified electronic signature with a qualified electronic timestamp (Art. 20 Abs. 2 HRegV).
When does the LLC legally exist?
The LLC legally exists only with the entry in the commercial register. Before that, it is not yet its own legal entity (Art. 779 Abs. 1 OR).
This is particularly important if you want to conclude contracts even before the entry. Anyone acting in the name of the company before the registration is personally and jointly liable for it (Art. 779a Abs. 1 OR). The subsequent LLC can assume such obligations. For this, it must assume the obligation within three months of its registration, if it was expressly entered into in its name (Art. 779a Abs. 2 OR).
The Federal Supreme Court clearly confirmed this rule in a recent decision. Before registration, the LLC has no legal personality, which is why the personal and joint liability of the acting persons applies. The rule also protects the contracting partners of the company that has not yet been created (BGer 4A_377/2023 E. 3.1.1).
In practice, this means: If you want to establish your LLC online, you should, if possible, only sign important contracts after the commercial register entry or clearly regulate that they only apply if the LLC is created and assumes the obligation.
How much does it cost to establish an LLC online?
The most important cost blocks are the share capital, notarization, the commercial register entry, and possibly advice or support in document preparation.
The share capital is at least CHF 20'000 (Art. 773 Abs. 1 OR). However, this money is not simply a fee. It belongs to the LLC after establishment and is usually transferred to the business account after the commercial register entry.
In addition, there are costs for the notary's office and commercial register. The exact amount depends on the canton, the effort, and the specific establishment. Additional costs arise if the establishment is more complex, for example in the case of contributions in kind, multiple shareholders, special statutory regulations, or in-depth clarifications regarding the company name.
Online service providers can often make the establishment cheaper and more efficient because many steps are prepared in a standardized way. Nevertheless, you should not only look at the lowest price. It is more important that the documents are correct, the process is clear, and you understand when your LLC actually becomes legally competent.
If you need support with the topic of establishment, Jurata is always happy to help you. Via Jurata, you can initiate your LLC establishment in an uncomplicated and legally secure manner online from as little as CHF 100.
What mistakes should you avoid?
The most common mistake is assuming that the LLC already exists as soon as the online data is entered or the documents are signed. Legally, it only comes into existence with the commercial register entry (Art. 779 Abs. 1 OR).
A second mistake is an inaccurate company name. The company must state the legal form (Art. 950 Abs. 1 OR). In addition, it should not be too close to existing names, as conflicts may otherwise threaten.
A third mistake concerns the articles of association. Sample articles of association are often sufficient for simple cases. However, as soon as several shareholders are involved, you should check exactly whether regulations on shares, non-compete clauses, pre-emptive rights, ancillary obligations, or exit scenarios make sense. The subscription of shares must indicate, among other things, the number, nominal value, and issue price (Art. 777a Abs. 1 OR). If special statutory obligations exist, reference must be made to them in the deed of subscription (Art. 777a Abs. 2 OR).
A fourth mistake is the incomplete preparation of the commercial register documents. The commercial register requires certain supporting documents, and missing or incorrectly signed documents delay the entry (Art. 71 Abs. 1 HRegV).
Common questions about online establishment of an LLC
Can I establish an LLC without a notary?
No. Establishing an LLC requires a public deed. The founders must declare in it that they are establishing an LLC, determine the articles of association, and appoint the governing bodies (Art. 777 Abs. 1 OR). Online tools can prepare this step, but cannot simply replace it with a form.
Can I establish my LLC alone?
Yes. An LLC can be established by one or more persons or commercial companies (Art. 772 Abs. 1 OR). So you do not necessarily need several shareholders.
When am I allowed to do business with the LLC?
It is legally secure from the commercial register entry, because only then does the LLC obtain its legal personality (Art. 779 Abs. 1 OR). Before that, you act in the name of a company in foundation. This can trigger personal liability (Art. 779a Abs. 1 OR).
Is an electronic commercial register application possible?
Yes, the registration can be submitted electronically (Art. 16 Abs. 2 HRegV). However, it must meet the formal requirements. Electronic applications in particular require a qualified electronic signature with a qualified electronic timestamp (Art. 18 Abs. 4 HRegV).
