Foundation of a Limited Liability Company (GmbH)
The GmbH (Limited Liability Company) is a frequently chosen legal form in Switzerland. The lower initial capital compared to the AG (Public Limited Company) as well as the liability protection make this legal form attractive for small and medium-sized enterprises.
| Seed Capital | At least CHF 20'000 (+ foundation fees) |
|---|---|
| Liability | Limited liability of the managing director / no liability of the associates |
| Company Name | Must include the suffix "GmbH" |
| Number of founders | One or more natural or legal persons |
| Taxes | Separate tax return for the GmbH |
| Commerial Accounting | Commercial accounting is mandatory |
| VAT Liability | Social insurance contributions are obligatory and are settled by the GmbH. The associates working for the company are regarded as employees |
| Social Insurance | Social insurance contributions are obligatory and are settled by the GmbH. The associates working for the company are regarded as employees |
The Founding Process
Good preparation is half the battle won! Building a company and putting it on course involves some unexpected surprises. That’s why a well-thought-out plan is needed. We support you and assume the formalities.
Choose the legal structure and fill out the online form
First meeting at the Treuhandzentrum Zürich, free of charge
We’ll take care of documentation processing
Signing and certifying of documents at the notary’s office
Entry in the Commercial Register
Start your Limited Liability Company now
Have you decided to start an Limited Liability Company or are you still unsure about the right legal form? We will accompany you through the foundation process and beyond, just tell us your plans. We will contact you immediately after receiving your duly completed form to arrange an appointment for a free first meeting.
GmbH (Limited Liability Company) in Detail
Company Name and Incorporation
The GmbH comes into being with its registration in the Commercial Register. In contrast to the AG, all shareholder names must be entered in the Commercial Register, which makes the company more transparent. The formation of a GmbH requires one or more natural or legal persons; at least one of them must be domiciled in Switzerland. In case several directors are elected, one must take over the chairmanship.
The name can be an imaginary name but must contain the suffix "GmbH". A clear distinction must be made between all GmbHs already registered in the Commercial Register within Switzerland.
Before a GmbH can be founded, the initial capital amount of CHF 20'000 must be deposited in a Swiss financial institution. After the foundation procedure, the bank will transfer this initial capital to the company's bank account. Instead of a cash deposit, the GmbH can also be founded by bringing in an object, e. g. a vehicle (contribution in kind). However, this requires an audit certificate from a recognized auditor.
Liability
The company's assets are fully liable for any debts. As the initial capital must be fully paid at the time of the foundation, the shareholders are not liable with their private assets, unless additional funding or other subsidiary obligations are specified in the articles of incorporation. The term "limited liability" therefore refers exclusively to the shareholders. However, there are risks for the managing partner in the event of untrue management and breach of the duty of care. The shareholder acting as executive director is personally liable, if AHV contributions are not paid in full and BVG (pension fund) contributions are not paid at least half.
Accounting and VAT
Anyone who sets up a GmbH is required to keep accounts with balance sheet and profit and loss statement. This is created at the end of the financial year. The obligation to pay VAT starts at annual sales of CHF 100'000 or more. A GmbH requires auditing. However, the company may waive this requirement if there are no more than ten full-time positions on average for the year.
Social Security and Taxes
The owner of a GmbH is considered an employee under social security law. This means that the company must report the annual salary of the executive director with those of the other employees to the social insurance and pay contributions accordingly. Contributions to AHV and BVG (pension fund) as well as accident insurance are compulsory. Paid sick leave insurance is optional. However, it is advisable to take out such a policy.
Company Assets
The assets of the GmbH are divided into so-called initial shares, whereby one share must have at least the (nominal) value of CHF 100 and each shareholder must hold at least one share. The transfer of initial shares to other persons at a later stage is a rather time-consuming procedure, as every amendment requires a shareholders' resolution, a purchase agreement and the entry in the Commercial Register. In the AG (PLC) such a transfer is less complex.
Rights and Obligations
Each shareholder is entitled to participate in the dividend, provided such dividend is paid out. The shareholders jointly manage the business activities, unless the articles of incorporation provide otherwise. Each shareholder has at least one vote at the shareholders' meeting and the right to participate in the management of the company. The duties of a shareholder include among other duties the complete payment of the share capital as well as the duty of loyalty and the prohibition of competition. The details regarding the loyalty and cooperation duties as well as the key points of a corporate strategy can be defined in a shareholders' agreement. In the case of two or more shareholders, it is recommended that a memorandum and articles of association be drawn up.
The rights and duties of a GmbH are defined in the Swiss Code of Obligations (OR) Art. 772 – 827.
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