The LLC is one of the most popular legal forms for starting a business in Switzerland. This form of company offers economic flexibility and legal security – a decisive advantage for entrepreneurs. The founding process requires careful planning and legal knowledge. With the right steps and a structured approach, an LLC can be established efficiently and legally. This guide shows the most important aspects and practical tips for a successful LLC formation in Switzerland.
The advantages of an LLC
The limited liability company (LLC) is a corporation that separates the personal assets of the shareholders from the business assets. This legal form offers decisive advantages for entrepreneurs:
Limited liability: Shareholders are only liable up to their capital contribution - private assets remain protected
Low minimum capital: At the time of foundation, CHF 20'000 must be deposited
Tax advantages:
The LLC enables professional corporate management with clear structures and enjoys a high reputation among business partners and banks. The share capital of CHF 20'000 provides a solid foundation for sustainable growth.
Minimum capital and incorporation costs
The formation of an LLC requires a statutory minimum capital of 20'000 CHF. This sum must be fully paid in at the time of formation.
The formation costs consist of various components:
Notary fees: 500-1'00 CHF for public notarization
Commercial register entry: 600-800 CHF
Share capital escrow account fee: 150-300 CHF
Signature certification: CHF 20-100
The actual costs vary depending on the canton and the individual requirements of the company.
The step-by-step foundation process
The systematic formation of an LLC requires careful planning and execution of various steps.
1. Choice of name
The first crucial step is choosing the company name. This choice is subject to strict legal requirements:
The name must differ clearly from existing companies
The legal form "LLC" must be included in the name
Fanciful names are allowed, but must be truthful
The name must not be a purely descriptive terms of the company's activity (e.g. inadmissible are: Department Store stock corporation, Nursery LLC, Social Worker LLC)
Important steps during the choice of name:
Research in the central business name index zefix.ch
Check for registered trademarks in the trademark register of the IGE, in order to avoid subsequent trademark law conflicts
Ensure availability of the name as a domain
Check for misleading or deceptive names
If there are active doubts whether your desired company name meets all legal requirements, an early review of the desired company name by the cantonal Commercial Registry Office is recommended. This avoids later complications in the founding process and saves time and expenses. More information is available on the websites of the cantonal Commercial Registry Offices.
2. Draft of the shareholders' agreement
The shareholders' agreement is optional when setting up an LLC, but it can regulate the basic relationships between the shareholders. It therefore serves as a supplement to the legal and statutory provisions.
To draft the contract, you can either use standardized templates or have an individual shareholders' agreement created. Standardized templates offer a cost-effective and straightforward solution, while an individual contract can be tailored to the specific needs of your business.
Professional legal advice can ensure that the contract meets all legal requirements and protects the interests of the shareholders in the best possible way.
3. Business account and share capital
Depositing the share capital requires a special locked escrow account with a Swiss bank. The share capital of at least CHF 20'000 must be fully paid in before the LLC can be entered in the commercial register.
Process of paying in the share capital:
Establishment of a capital deposit account with a Swiss banking institution
Deposit of the share capital by the shareholders
Issuance of a confirmation by the bank of the deposit
Locking of the account until registration in the commercial register
The bank will issue a capital deposit confirmation - an essential document for registration in the commercial register. After successful entry, the money is released from the locked account to a regular business account. The company can then freely dispose of the deposited capital.
4. Notarization
Notarization is a legally mandatory step when establishing an LLC in Switzerland. The notary performs a careful review of all relevant aspects. This includes, among other things, establishing the identity of all founding members by presenting valid identification documents. After successful review of all documents, the notary drafts the official incorporation deed, which serves as the basis for the further steps of establishing the company.
Notarization usually takes place in the personal presence of all shareholders before the notary. Alternatively, notarization can also be carried out by proxy, so that an authorized representative can carry out the foundation in the name of the absent shareholders. The notary fees vary depending on the canton between 500 and 1'200 CHF. The notary drafts a public deed, which serves as a legally valid basis for entry in the commercial register.
Choosing an experienced notary is crucial for a smooth incorporation process. Prior appointment scheduling and the preparation of all required documents accelerate the notarization process.
5. Entry in the cantonal Commercial Register
By entry in the cantonal Commercial Register of the canton in which the company has its seat, the LLC acquires its legal personality and can participate in business transactions as an independent legal entity. The application for registration is submitted to the competent cantonal Commercial Registry Office and requires certain documents.
The Commercial Registry Office checks the submitted documents for completeness and legality. Depending on the workload of the Commercial Registry Office, this review takes approximately 1-3 weeks. After successful review, the registration is published in the Swiss Official Gazette of Commerce (SOGC). With the official publication in the SOGC, your LLC is now fully capable of acting and the company is liable with its assets, while the personal liability of the shareholders remains limited to their capital contribution.
The processing time is usually one to three weeks. The commercial register entry is publicly accessible and serves as official proof of the existence of your LLC.
6. Registrations with authorities
Following successful registration in the commercial register, further official registrations may be relevant:
Value added tax (VAT): Mandatory registration with the Federal Tax Administration from an annual turnover of CHF 100'000
AHV compensation fund: Registration as an employer for the social security insurances of the employees
Accident insurance (UVG): Conclusion of a mandatory accident insurance for all employees
Occupational pension (BVG): Affiliation to a pension fund for employees with an annual salary of over CHF 22'050
Cantonal Tax Administration: Registration for corporate taxation at the registered office
The timely completion of these registrations ensures the legally flawless start of the LLC's business activities.
Conclusion
The formation of an LLC is an important step for entrepreneurs. Investing in forming an LLC brings numerous benefits. These include the clear separation of private and business assets, optimized tax planning possibilities and a professional market appearance. The structured foundation process requires careful planning and professional support. The steps described - from the choice of name to official registrations - are critical for a successful start.
A well-planned LLC formation lays the foundation for sustainable corporate growth. The support of experienced experts reduces risks and accelerates the founding process. With the right preparation and competent guidance, nothing stands in the way of a successful LLC formation.
