Company incorporation
Registering a company in Switzerland: step by step explained
When you have to register in the commercial register, which legal form fits and which registrations are important after the foundation.
What does it mean to register a company in Switzerland?
Registering a company does not always mean the same thing. Depending on the legal form, it can mean entry in the commercial register, AHV registration, VAT registration or a branch-specific permit.
The most important distinction is this: A sole proprietorship can already come into existence upon commencement of business activities, whereas a LLC or stock corporation only comes into legal existence once it has been entered in the commercial register. For the stock corporation, the law explicitly states that it only acquires its legal personality once it has been entered in the commercial register (Art. 643 Abs. 1 OR). The same applies to the LLC (Art. 779 Abs. 1 OR).
If you want to start a business, you should therefore first clarify which legal form you choose. This determines whether you have to visit a notary first, whether capital needs to be paid in, and what documents are required for registration.
Step 1: Choose the appropriate legal form
The legal form determines how you are liable, how much start-up capital is required, and how complex the registration process will be.
Legal form | Suitable for | Commercial register | Capital |
|---|---|---|---|
Sole proprietorship | Individuals, simple business models | Mandatory starting from CHF 100'000 in sales revenue in the last financial year | No minimum capital |
LLC | Small and medium-sized enterprises with limited liability | Always required | At least CHF 20'000 share capital |
stock corporation | Growth-oriented companies, investor structure | Always required | At least CHF 100'000 share capital |
General partnership | Several natural persons with a shared business | Must always be registered at the seat of the company | No legal minimum capital |
In the case of a sole proprietorship, the law dictates that a natural person must register their sole proprietorship in the commercial register if they have 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 the case of a LLC, the share capital must be at least CHF 20'000 (Art. 773 Abs. 1 OR). For the stock corporation, the share capital must be at least CHF 100'000 (Art. 621 Abs. 1 OR). Anyone wishing to start a business who values limited liability therefore often considers LLC and stock corporation first.
Step 2: Check the company name
The company name is more than just marketing. It must comply with legal requirements.
In the case of a sole proprietorship, the essential content of the company name must consist of the surname of the owner (Art. 945 Abs. 1 OR). Furthermore, any addition must not give a false impression of a partnership (Art. 945 Abs. 3 OR). A sole proprietorship must therefore not appear as if there were multiple partners involved.
Commercial enterprises and cooperatives are generally free to choose their company name. However, the legal form must be indicated in the name (Art. 950 Abs. 1 OR). A LLC therefore needs the suffix "LLC", a stock corporation the suffix "stock corporation".
Distinctiveness is also important. The business name of a commercial enterprise or cooperative must differ clearly from all business names of commercial enterprises and cooperatives already registered in Switzerland (Art. 951 OR). In practice, you should therefore check the central business name index Zefix before registering to see whether identical or very similar names already exist.
If you need assistance with choosing or checking your company name, Jurata will be happy to help you at any time with a company name search.
Step 3: Prepare the founding documents
What documents you need, depends on the legal form.
In the case of a sole proprietorship, registration is comparatively simple. Typically, you need information about the owner, address, purpose and the company. If registration in the commercial register is necessary or desired, the registration must be submitted to the competent commercial registry office.
In the case of a general partnership, the company must be registered in the commercial register of the place of its registered office (Art. 554 OR). The registration must be signed personally by all partners at the commercial registry office or submitted in writing with notarized signatures (Art. 556 Abs. 1 OR).
For a LLC or stock corporation, the process is more formal. The founders establish the company by means of a public deed. For the stock corporation, the law requires that the founders declare in a public deed that they are founding a stock corporation, lay down the articles of association, and appoint the corporate bodies (Art. 629 Abs. 1 OR). A corresponding rule applies to the LLC (Art. 777 Abs. 1 OR).
In the case of a stock corporation, certain supporting documents must be attached to the deed of incorporation, including the articles of association and, depending on the case, other founding documents (Art. 631 Abs. 2 OR). If you want to start a LLC or stock corporation as a business, there is therefore no way around properly prepared articles of association, proof of capital, and public notarization.
Step 4: Submit registration to the commercial register
The commercial register is organized at the cantonal level. Generally, the commercial registry office at the registered office or place of business has jurisdiction.
For the stock corporation, the law prescribes that the company must be entered in the commercial register of the place where it has its registered office (Art. 640 OR). The same applies to the LLC (Art. 778 OR). In the case of a LLC, the partners are additionally entered in the commercial register with the number and nominal value of their shares (Art. 791 OR).
The registration is checked by the commercial registry office. If documents are missing or details are incorrect, you will need to make corrections. Only after a successful check is the entry made and published in the Swiss Official Gazette of Commerce.
In practice, this means: plan ahead. Especially in the case of a LLC and stock corporation, you should not wait to organize notary, bank, articles of association, and commercial register the day before the planned business start.
Step 5: Register with the AHV compensation fund
Entry in the commercial register does not replace registration with social security.
Self-employed persons pay AHV contributions on income from self-employment (Art. 8 Abs. 1 AHVG). Income from self-employment is any earned income that is not wage from dependent employment (Art. 9 Abs. 1 AHVG). The AHV therefore checks in the case of sole proprietorships whether self-employment is actually present.
In the case of a LLC or stock corporation, you as a working shareholder, managing director or board member are often classified differently under employment and social security law than in the case of a sole proprietorship. The company is its own legal entity. Salary payments are generally treated like salary from dependent employment.
If you want to start a business and employ staff, you must also observe employer duties. In particular, these include AHV accounting, accident insurance and, depending on the salary level, occupational pensions.
Step 6: Clarify VAT liability
Not every new business is immediately liable for VAT. decisive are activity and turnover.
Any person who carries on a business, regardless of legal form, purpose, and profit motive, and who provides services in Switzerland with this business, or has a registered office, domicile, or permanent establishment in Switzerland, is liable to VAT (Art. 10 Abs. 1 MWSTG). A person carries on a business if they continuously carry out an independent professional or commercial activity aimed at generating revenue from services and act in their own name in public (Art. 10 Abs. 1bis MWSTG).
Anyone who generates less than CHF 100'000 in turnover from taxable services within one year is generally exempt from the tax liability (Art. 10 Abs. 2 lit. a MWSTG). If the threshold is reached or if it is foreseeable that it will be exceeded within 12 months, the exemption ends (Art. 14 Abs. 3 MWSTG). Anyone who becomes liable to tax must register with the ESTV within 30 days without being requested to do so (Art. 66 Abs. 1 MWSTG).
For founders, this means: Do not only check VAT at the first big invoice. The liability can already be foreseeable at the beginning.
Step 7: Organize accounting and ongoing obligations
After registration, the real business management begins. This includes appropriate accounting.
Sole proprietorships and partnerships must keep proper accounts and report financial statements 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). Legal entities, i.e., such as LLC and stock corporation, are subject to the obligation to keep accounts and report financial statements regardless of turnover (Art. 957 Abs. 1 Ziff. 2 OR).
Sole proprietorships and partnerships below the threshold must at least keep records of income, expenditure and financial position (Art. 957 Abs. 2 Ziff. 1 OR). This is less complex, but not insignificant. Even simple bookkeeping should be set up properly from the start.
What order makes sense in practice?
If you want to start a business in Switzerland, this sequence helps:
Decide on a legal form.
Check the company name.
Clarify capital, seat, purpose and parties involved.
Prepare articles of association or registration documents.
For LLC and stock corporation, organize capital contribution and public notarization.
Submit the registration to the commercial register.
Register with the AHV compensation fund.
Check VAT liability.
Set up accounting, insurance policies, and contracts.
This sequence prevents typical errors. Particularly often, commercial register, AHV and VAT are mixed up. In fact, these are different topics with different authorities.
Conclusion: Registering a company starts with the right structure
Registering a company in Switzerland can be easily planned if you first clarify the legal form. With a sole proprietorship, getting started is simple, but registration in the commercial register becomes mandatory starting from CHF 100'000 in sales revenue in the last financial year. For a LLC and stock corporation, the founding is more formal, but in return, a separate legal entity with a clear structure is created.
Anyone who wants to start a business should therefore not only think about registration in the commercial register. Just as important are AHV, VAT, accounting, insurance, and a legally compliant company name.
Frequently asked questions about company registration in Switzerland
Do I need to register a sole proprietorship immediately?
No. A sole proprietorship must only be entered in the commercial register starting from a sales revenue of at least CHF 100'000 in the last financial year (Art. 931 Abs. 1 OR). However, an entry on a voluntary basis is possible (Art. 931 Abs. 3 OR).
Does a LLC exist before entry in the commercial register?
No. A LLC only acquires its legal personality once it has been entered in the commercial register (Art. 779 Abs. 1 OR).
When do I have to register for VAT?
If you become liable to tax, you must register with the ESTV within 30 days without being requested to do so (Art. 66 Abs. 1 MWSTG). The turnover limit is generally CHF 100'000 per year (Art. 10 Abs. 2 lit. a MWSTG).
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