When do you need a notary when starting a company?
When founding a LLC or stock corporation, you need a notary because the law requires establishment in a public deed. A simple written agreement between the founders is not sufficient for this.
In the case of a stock corporation, the founders declare in a public deed that they are founding a stock corporation. In the same deed, they establish the articles of association and appoint the corporate bodies (Art. 629 Abs. 1 OR). The same basic principle applies to the LLC: the founders declare in a public deed that they are founding a limited liability company, establish the articles of association, and appoint the corporate bodies (Art. 777 Abs. 1 OR).
The notary is therefore particularly important for corporations. These include, in particular, the LLC and the stock corporation. In the case of a sole proprietorship, public notarization of the incorporation is generally not necessary. Even with simple partnerships, the notary appointment is usually not the main focus, but rather the registration with the commercial register, provided there is an obligation to register.
What is important: notarization alone does not make the company fully "alive". In the case of a stock corporation, the legal personality only arises upon entry in the commercial register (Art. 643 Abs. 1 OR). For the LLC, it is the same: it acquires its legal personality through registration in the commercial register (Art. 779 Abs. 1 OR). The notary appointment is therefore a decisive step on the path to founding, but the actual completion only follows with the entry in the commercial register.
What tasks does the notary perform?
The notary ensures that the company formation is formally correctly notarized. He checks the necessary documents, records the act of establishment in a public deed, and confirms that the relevant supporting documents have been presented.
In the case of a stock corporation, the public deed on the establishment act must contain, among other things, details about the founders, the declaration on the founding of the stock corporation, the confirmation of the established articles of association, the subscription of shares, the election of the board of directors, and the reference to the auditors (Art. 44 HRegV). In the case of the LLC, the establishment act contains similar information, i.e., in particular the personal details, the founding declaration, the establishment of the articles of association, the subscription of share quotas, details of the management, and the reference to the auditors or the waiver of audit (Art. 72 HRegV).
In practice, the notary has several functions when starting a company. He establishes the identity of the persons involved, accepts the declarations of the founders, notarizes the establishment, checks the completeness of the documents, and, depending on the case, certifies signatures or documents. Often, the notary's office also coordinates the subsequent submission to the Commercial Registry Office.
Particularly in the case of standard foundations, the appointment sometimes seems short and formal. Nevertheless, it is legally central. The notary does not simply confirm any document, but notarizes the establishment of a new legal entity. In the case of a LLC or stock corporation, this is about the legal starting point of a company that can later sign agreements, hold assets, and act code against third parties itself.
What documents does the notary need?
The founding documents must be prepared for the notary appointment. Which documents exactly are required depends on the legal form and the specific foundation.
In the case of a stock corporation, the registration for entry must in particular be accompanied by the public deed on the establishment, the articles of association, declarations of acceptance by the elected members of the board of directors, if applicable the auditors, the minutes of the board of directors on reconstitution, and, in the case of cash contributions, a bank certificate, unless this is already named in the public deed (Art. 43 Abs. 1 HRegV). If there are contributions in kind, setoff situations, or special advantages, additional evidence is added, for example, agreements on contributions in kind, incorporation report, and audit confirmation (Art. 43 Abs. 3 HRegV).
In the case of the LLC, the Commercial Register Ordinance also requires the public deed on the establishment, the articles of association, depending on the organization declarations of acceptance by the managing directors, if applicable a declaration of acceptance by the auditors, resolutions on the regulation of chairmanship or signing powers, and, in the case of cash contributions, a bank certificate (Art. 71 Abs. 1 HRegV). In the case of the LLC as well, additional documents may be necessary for contributions in kind, setoff situations, or special advantages (Art. 71 Abs. 3 HRegV).
In a simple cash foundation, you typically need articles of association, details of the company name, registered office and purpose, details of partners or shareholders, details of management or board of directors, identity documents, the bank's capital payment confirmation, and declarations surrounding the auditors or the waiver of audit. If a domicile other than a third person is used, a domicile holder's declaration is also required.
How does the notary appointment work?
The process is similar for many foundations. Before the appointment, the founding documents are prepared, the company name and registered office are defined, the articles of association are drawn up, the corporate bodies are appointed, and the capital is paid into a capital payment account. The bank then issues a confirmation that the deposit has been made.
At the notary appointment, the notary checks the identity of the persons present and goes through the founding documents. The act of establishment is then publicly notarized. The founders formally declare that they want to establish the company, that the articles of association have been established, and that the shares or share quotas are being subscribed.
In the case of a stock corporation, the founders subscribe the shares and, among other things, determine that all shares are validly subscribed, the promised contributions correspond to the total issue amount, and the requirements for the contributions made are met (Art. 629 Abs. 2 OR). In the case of the LLC, they subscribe the share quotas and make corresponding determinations regarding contributions, statutory duties, and special circumstances (Art. 777 Abs. 2 OR).
After notarization, the documents are submitted to the responsible Commercial Registry Office. Only with the entry in the commercial register has the LLC or stock corporation come into existence as a legal entity. The commercial register checks the registration and then makes the entry. The duration depends on the canton, the utilization of the Commercial Registry Office, and the quality of the submitted documents.
How much does the notary cost when starting a company?
The costs for the notary when starting a company depend heavily on the canton, the legal form, and the complexity of the foundation. In the case of a simple LLC or stock corporation cash foundation, costs are usually significantly lower than in the case of a foundation with contributions in kind, special articles of association, or extensive consulting.
As a rough guide, you have to reckon with several cost blocks in the case of a LLC or stock corporation. First, the capital is incurred. In the case of the LLC, the share capital amounts to at least CHF 20'000 (Art. 773 Abs. 1 OR). In the case of the stock corporation, the share capital is at least CHF 100'000 (Art. 621 Abs. 1 OR). Upon establishment of a stock corporation, contributions of at least CHF 50'000 must be made (Art. 632 Abs. 2 OR).
Second, notary costs are incurred. The offizielle KMU-Information des Bundes mentions notary costs for founding deeds of around CHF 700 to CHF 2'000 for the LLC as a guide. In practice, depending on the canton and case, it can also be below or above that. Particularly in the case of contributions in kind, complex articles of association, or additional consulting needs, costs increase.
Third, commercial register fees are added. According to the Fee Ordinance, the fees are based on the rates in the annex (Art. 3 Abs. 1 GebV-HReg). The offizielle KMU-Übersicht des Bundes mentions a basic fee of CHF 420 for the new registration of a stock corporation or LLC. In addition, for example, CHF 20 per signing authority and CHF 20 per registered function may be charged. In the case of special scope, particular difficulty, or urgency, surcharges are possible (Art. 3 Abs. 3 GebV-HReg).
As a very rough overall orientation, the external founding costs of a simple LLC or stock corporation are often in the range of approximately CHF 1'000 to CHF 3'000, without the capital to be paid in. Depending on the provider and canton, this can include notary, commercial register, certifications, and document creation. Anyone who also requires individual advice, complex articles of association, or contributions in kind should plan for more budget.
Why is good preparation worth it?
Good preparation saves time, costs, and queries from the Commercial Registry Office at the notary. Many delays do not occur during the actual notary appointment, but due to incomplete details, missing declarations of acceptance, unclear signing authorizations, or articles of association that do not properly fit the planned organization.
It is particularly important that the company name, registered office, purpose, capital, ownership structure, and corporate bodies are fixed before the appointment. In the case of the LLC, it should be clear who takes how many share quotas. In the case of the stock corporation, it must be determined how many shares are issued, what nominal value they have, and which persons are elected to the board of directors.
If you need support with the topic of founding, Jurata is always happy to help you. Thanks to partnerships with notaries, Jurata is able to offer the process significantly cheaper: A company foundation is bereits ab CHF 100 possible – and this inklusive der Kosten für die Beurkundung beim Notar.
Frequently asked questions about the notary when starting a company
Can I found a LLC without a notary?
No. A LLC cannot be founded in Switzerland without public notarization. The founders must declare in a public deed that they are founding a LLC, establish the articles of association, and appoint the corporate bodies (Art. 777 Abs. 1 OR).
Does the company already exist at the notary appointment?
No. The notary appointment is necessary, but the LLC or stock corporation only arises as a legal entity upon registration in the commercial register. For the stock corporation, this follows from Art. 643 Abs. 1 OR, for the LLC from Art. 779 Abs. 1 OR.
Do I have to appear in person at the notary?
In many foundations, the founders appear in person or are validly represented. The decisive factor is that the notary can correctly notarize the required declarations and the necessary powers of attorney and identity proofs are present.
Why do notary costs differ depending on the canton?
Notary fees and the organization of the notary's office are shaped by the cantons. Therefore, the costs can vary depending on the canton, notary's office, and effort. In addition, complexity, contributions in kind, special articles of association, and additional consulting needs influence the price.
Conclusion
The notary is not an optional service provider when starting a company like a LLC or stock corporation, but part of the legally prescribed founding process. He notarizes the deed of establishment, checks central documents, and thus creates the basis for registration in the commercial register.
For founders, this means: plan the notary appointment early, prepare the documents neatly, and calculate with notary and commercial register costs in addition to the capital. The clearer the company name, registered office, purpose, capital, ownership structure, and corporate bodies are defined in advance, the faster and smoother the foundation proceeds.
