Founding an LLC or stock corporation: Step-by-step to a successful capital contribution formation
Apr 17, 2025
Incorporating an LLC or stock corporation: a step-by-step guide to a successful contribution in kind
The incorporation of an LLC or stock corporation through a contribution in kind in Switzerland
The incorporation with assets offers entrepreneurs an attractive alternative to the classic cash incorporation, where the capital of the LLC or stock corporation is liberated with cash. This type of incorporation allows existing assets to be directly contributed to the share capital of an LLC or stock corporation.
The advantages are considerable:
Use of existing tangible assets as starting capital
Liquidity-preserving company formation
Tax-optimized contribution of business assets
The legally compliant implementation of an incorporation with assets requires specific expertise and careful planning. This article guides you through the successful formation of a company by way of a contribution in kind – from the initial valuation of assets to registration in the commercial register.
What is a contribution in kind and how does it work?
Through the contribution in kind, an asset that is contributed to an LLC or stock corporation instead of cash. This type of capital contribution allows founders to directly integrate existing assets into the company.
Which assets can be used for the contribution in kind?
Various assets can be considered as asset contributions:
Tangible goods: This includes real estate, machinery, vehicles, and inventory.
Intangible goods: These include patents, trademark rights, software, and business secrets.
What requirements must the contributed assets meet?
The usability of the contributed assets must be ensured. This means the goods must:
Balance sheet capability: The contributed items must be activatable
Transferability: Legal transfer must be possible
Realisability: The items must be realisable by the company
Availability: Immediate availability by the company is required
What are the advantages of a contribution in kind compared to a cash contribution?
Compared to a cash contribution, the incorporation with assets offers specific advantages. One of the central advantages is the use of existing resources, as already existing assets, such as machinery, real estate, or patents, can be directly contributed to the company. This simultaneously leads to liquidity preservation because the founders need to provide less cash capital, allowing financial resources to remain available for other business purposes. In addition, the formation with assets opens up tax planning opportunities by allowing tax advantages to be utilized or latent tax liabilities to be optimized under certain conditions. Through the inventory discount – a tax regulation in Switzerland – inventories and stock can be listed as asset contributions with a flat-rate deduction of one-third of the value at the founding of a stock corporation, optimizing the basis of tax assessment.The application of the inventory discount may vary depending on the canton, making individual examination advisable.
Where are the challenges in forming a company through a contribution in kind?
The challenges lie in the correct valuation of the assets and the increased administrative and financial effort during the formation. Precise documentation and professional valuation are essential for successful implementation.
Requirements and process
Legal minimum capital requirements form the foundation of a contribution in kind. For an LLC, the required share capital is CHF 20,000, for a stock corporation, CHF 100,000, whereby a so-called partial liberation with CHF 50,000 is also possible. These amounts must be covered by the value of the contributed asset contributions.
Additional, required documents in the formation process:
Formation report: Detailed description of the asset contributions
Asset contribution agreement: Regulates the transfer of assets between the asset contributor and the company to be founded
Audit confirmation: By an authorized auditor
The asset contributions must be registered in the commercial register. Precise valuation and documentation are crucial for successful registration. The audit by an authorized auditor ensures that the contributed values meet legal requirements and that the required minimum capital is indeed covered.
Valuation, costs and examples of successful asset contributions in Switzerland
The valuation of asset contributions requires a qualified auditor who confirms the real value of the contributed goods. The auditor examines:
Market value of the asset contribution
Usability in business operations
Transferability of ownership rights
Value and stability
The audit confirmation by the auditor incurs costs between CHF 1,200 and CHF 3,000, depending on the type and scope of the asset contributions.
Practical examples of successful asset contributions
Example 1: IT Company
A software developer contributes his self-developed program valued at CHF 50,000 as an asset contribution to his LLC.
Example 2: Trading Company
A trader founds her stock corporation with an existing inventory valued at CHF 150,000 as an asset contribution.
Example 3: Transport Company
An entrepreneur transfers his delivery van (CHF 21,000) into his new LLC.
Future outlook: Trends in company incorporations in Switzerland in 2025
The Swiss business landscape shows clear development trends for 2025:
Digitization of formation processes: Automated processes and digital platforms accelerate company formations
Sustainable business models: Increasing demand for eco-friendly company formations with ESG focus
Innovative asset contributions: Increased contribution of digital assets and cryptocurrencies as asset contributions
Flexibility of legal forms: New hybrid business forms between LLC and stock corporation are being discussed
The formation with asset contributions gains additional importance due to these developments. Experts predict an increase in company formations with digital assets and intangible assets as asset contributions.
Conclusion on formation with asset contributions in Switzerland with Jurata® support
A contribution in kind demands careful planning, legal expertise, and precise execution. The structured incorporation process, with its numerous legal and administrative requirements, can be significantly streamlined with professional support. Engaging experts minimizes the risk of errors and saves valuable time.
Jurata® assists you in preparing for notarization and ensures full compliance with all legal requirements. With extensive experience in Swiss corporate law, Jurata® offers you reliable and professional support throughout your formation project.
