Which legal form is right for your practice?
The suitable legal form depends on whether you are starting alone, collaborating with others, hiring staff, planning investments or wish to facilitate a future succession.
The simplest structure is often a sole proprietorship. You act personally in relation to third parties, need no minimum capital and can start quickly. If you run a sole proprietorship, you must generally register it in the Commercial Register from a turnover of CHF 100'000 in the last financial year. However, an exception applies to members of liberal professions if they do not run a business managed in a commercial manner (Art. 931 Abs. 1 OR). If the sole proprietorship is registered, the surname must be part of the business name (Art. 945 Abs. 1 OR).
The big disadvantage of the sole proprietorship is personal liability. Because no separate legal entity is created, the practice and the private individual are closely linked legally. This can work well for smaller, low-risk activities. With larger investments, multiple locations or employed specialist personnel, however, the structure quickly becomes too tight.
The LLC is often the middle ground for a professionally organized practice. It is a corporate form of business with a personal character. In principle, only the company assets are liable for its liabilities (Art. 772 Abs. 1 OR). The share capital is at least CHF 20'000 (Art. 773 Abs. 1 OR). From the outside, an LLC appears more structured than a sole proprietorship and is particularly suitable when several people are involved or if the practice is to be transferred more easily at a later date.
The stock corporation is more capital-oriented. In the case of a stock corporation, too, only the company's assets are in principle liable for company debts (Art. 620 Abs. 1 OR). The share capital is at least CHF 100'000 (Art. 621 Abs. 1 OR). For larger group practices, outpatient centers or practices with investors, the stock corporation can make sense. For a small individual practice, it is often administratively more complex than necessary.
When several people start together, one often encounters the simple partnership. It arises when two or more people contractually combine to achieve a common purpose with joint forces or resources (Art. 530 Abs. 1 OR). It is suitable, for example, for shared infrastructure or cooperation. Especially with group practices, however, it should be regulated in writing who pays for what, who maintains which patient data, who hires staff and what happens in the event of resignation, illness or dispute.
If you need support with the topic of founding, Jurata will be happy to help you at any time, for example with the founding of an LLC or stock corporation.
Which permits do you need for a practice?
Anyone wishing to set up a practice in Switzerland must first clarify whether the activity requires a professional license. In the healthcare sector, this is frequently the case.
For university medical professions, a license from the canton in which the profession is practiced is required to practice under one's own professional responsibility (Art. 34 Abs. 1 MedBG). This includes in particular doctors, dentists, chiropractors, pharmacists and veterinarians. The permit is granted if the professional and personal requirements are met, in particular a diploma, reliability, physical and mental fitness and language skills (Art. 36 Abs. 1 MedBG).
For healthcare professions such as nursing, physiotherapy, occupational therapy, midwifery, nutritional counseling, optometry and osteopathy, a cantonal licensing obligation also applies if the profession is practiced under one's own professional responsibility (Art. 11 GesBG). Here too, federal law requires, among other things, the appropriate educational qualification, reliability, physical and mental fitness and an official language of the canton (Art. 12 Abs. 1 GesBG).
The difference between a professional license and an operating license is important. The professional license concerns the specialist. An operating license, on the other hand, concerns the organization, such as a practice LLC or a practice stock corporation. Whether such an operating license is necessary depends on the canton, the profession and the specific structure. Especially in the case of practices in which healthcare professionals work in the name and for the account of a legal entity, you should contact the cantonal health authority at an early stage.
What applies to billing via basic insurance?
A license to practice does not automatically mean that you are allowed to bill at the expense of the compulsory health insurance. This additionally requires OKP admission.
The Health Insurance Act lists various service providers, including doctors, pharmacists, chiropractors, midwives, nursing professionals, organizations, laboratories and facilities for outpatient medical health insurance (Art. 35 Abs. 2 KVG). These service providers may only operate at the expense of the compulsory health insurance if they are admitted by the canton in whose territory the activity is carried out (Art. 36 KVG).
Special requirements apply to doctors. In principle, they must have worked for at least three years in the requested specialty at an approved Swiss training institution and prove the necessary language competence (Art. 37 Abs. 1 KVG). The KVV also requires, among other things, the cantonal professional license, the federal postgraduate title in the specialty and proof of certain quality requirements (Art. 38 Abs. 1 KVV).
Other professions also have their own requirements. Physiotherapists, for example, require a cantonal license, two years of practical activity, self-employed activity on their own account and proof of the quality requirements (Art. 47 KVV). Similar professional requirements apply to nursing professionals and nutritional counselors (Art. 49 Abs. 1 KVV, Art. 50a KVV).
Therefore, if you want to set up a practice in Switzerland and bill for services via basic insurance, you should not treat OKP admission as a formality. It can be crucial for your business model.
How do you organize accounting correctly?
Accounting is more than a duty for the tax return. It shows whether your practice is functioning economically, whether fees are correctly booked, whether salaries and social security are running cleanly, and whether investments are sustainable.
An important threshold applies to sole proprietorships and partnerships. From a turnover of CHF 500'000 in the last financial year, there is an obligation to keep accounts and present financial statements in accordance with the standard regulations (Art. 957 Abs. 1 Ziff. 1 OR). Below this threshold, keeping accounts of income, expenditure and assets is generally sufficient, whereby the principles of proper bookkeeping apply mutatis mutandis (Art. 957 Abs. 2 OR, Art. 957 Abs. 3 OR).
For legal entities, i.e. in particular LLC and stock corporation, the obligation to keep accounts and present financial statements applies regardless of turnover (Art. 957 Abs. 1 Ziff. 2 OR). Accountant records must record business transactions completely, truthfully and systematically. In addition, supporting documents, clarity, suitability and verifiability are required (Art. 957a Abs. 2 OR).
Account books, accounting documents, annual reports and audit reports must be kept for ten years. The period begins at the end of the financial year (Art. 958f Abs. 1 OR). For a practice, this means in concrete terms that invoices, payroll documents, supplier documents, rental agreements, leasing agreements, insurance documents and relevant accounting documents must be neatly filed away.
What do you need to consider regarding value added tax and data protection?
With value added tax, a lot depends on which services you provide. In principle, anyone who runs a business and provides services in Switzerland or has their seat, domicile or a permanent establishment in Switzerland is liable for tax (Art. 10 Abs. 1 MWSTG). Exempt from tax liability, among other things, is anyone who generates less than CHF 100'000 turnover within a year from services that are not exempt from tax (Art. 10 Abs. 2 lit. a MWSTG).
Many treatments in the field of human medicine are exempt from value added tax, provided the legal requirements are met (Art. 21 Abs. 2 Ziff. 3 MWSTG). Treatments are in particular considered to be the diagnosis and treatment of diseases, injuries and other disorders of physical and mental health as well as certain preventive activities (Art. 34 Abs. 1 MWSTV). However, not every service of a practice is automatically exempt. Aesthetic services, expert opinions, dispensing of medication or medical aids may be assessed differently (Art. 34 Abs. 3 MWSTV).
Data protection is also part of the basic equipment of any practice. Health data are considered sensitive personal data (Art. 5 lit. c Ziff. 2 DSG). Anyone who processes such data must ensure data security appropriate to the risk by taking suitable technical and organizational measures (Art. 8 Abs. 1 DSG). In practical terms, this means clear access rights, secure practice software, encrypted communication, regulated filing, confidentiality agreements and processes for requests for information or deletion.
In what order should you proceed?
If you are founding a practice in Switzerland, you should first define the profession, canton and range of services. Only then can you properly assess which permits, licenses and billing methods are necessary.
This is followed by the choice of legal form. The sole proprietorship is simple and quick, the LLC offers more structure, and the stock corporation is particularly suitable for larger models or those capable of attracting investors. In the case of cooperations, you should not postpone contracts until later. Especially in group practices, the greatest risks often arise not from medical law, but from unclear agreements between the parties involved.
In parallel, you should set up accounting, insurance, data protection and billing systems. A practice is not a purely professional project. It is also a business with personnel, liquidity, contracts, compliance and long-term planning.
Frequently asked questions about establishing a practice in Switzerland
Can I run a practice without a Commercial Register entry?
Yes, depending on the legal form and turnover, this may be possible. In the case of sole proprietorships, the obligation to register generally exists from CHF 100'000 turnover in the last financial year. Members of liberal professions may be exempt from this if they do not run a business managed in a commercial manner (Art. 931 Abs. 1 OR). By contrast, an LLC and stock corporation only come into existence upon registration in the Commercial Register.
Is an LLC always better for a practice than a sole proprietorship?
No. An LLC can improve liability, succession and external appearance, but brings more administration, establishment costs and accounting obligations. For small individual practices, a sole proprietorship can make sense. For group practices, employed specialists or larger investments, an LLC is often worth considering.
Is the professional license sufficient for health insurance billing?
No. The professional license allows the professionally independent activity. For billing at the expense of compulsory health insurance, cantonal admission according to KVG is additionally required (Art. 36 KVG). Depending on the profession, further requirements apply in accordance with the KVV.
Are medical services always exempt from VAT?
No. Many treatments are exempt from value added tax, but not every service of a practice is automatically an exempt treatment. The decisive factors are the type of service, the qualification of the service provider and the statutory exemptions (Art. 21 Abs. 2 Ziff. 3 MWSTG, Art. 34 MWSTV).
