If you are considering starting a business in Switzerland, a limited liability company (GmbH) may be suitable. It is a popular structure offering flexibility, limited liability and tax advantages. This article provides a step-by-step formation guide.
Step 1: check whether a GmbH is suitable
Managing directors
At least one managing director authorised to sign must reside in Switzerland. Unless otherwise agreed, all members jointly manage a GmbH, so a member should reside in Switzerland. Alternatively, a Swiss-resident managing director who is not a member may be appointed..
Capital
A Swiss GmbH requires starting capital of 20’000 CHF, paid in full, unlike an AG. Additional formation costs, such as legal and commercial register fees, must also be considered.
Name search and reservation
First choose a suitable company name. It must be distinctive and not cause confusion with registered companies. Unlike a sole proprietorship, it need not include a founder's name and may be an invented name. A search on www.zefix.ch helps check availability. Also check the desired domain and, if available, acquire it promptly (from 12 CHF per year, for example at www.godaddy.com).
Many entrepreneurs also consider trademark protection for the name at this stage.
Step 2: prepare articles of association and formation documents
The articles of association are your GmbH's legal foundation. They include important information such as purpose, registered office, founders and share capital. Professional support helps ensure compliance with statutory requirements.
Appoint an auditor or, if your business qualifies, complete a declaration opting out of the limited audit.
Formation also requires Lex Friedrich and Stampa declarations, generally available free of charge on the formation canton's website.
Step 3: deposit capital and open a bank account
Swiss law requires at least 20’000 CHF capital to form a GmbH. Deposit it in a special bank account in the company's name; the capital is recorded in the commercial register. Most banks offer these accounts. Our banking partners may provide same-day deposit confirmation in urgent cases.
Step 4: notarial recording
The articles and other documents mentioned above must be recorded by a notary. The notary checks compliance and issues the deed of formation.
Important: all founders must generally attend the notarial appointment or authorise another member to represent them through a formation power of attorney.
Step 5: commercial register entry
After notarial recording, the articles are submitted to the local commercial register office. The GmbH is entered in the register and the entry published in the Swiss Official Gazette of Commerce.
Step 6: mandatory taxes and insurance
Value added tax:
Depending on your business, VAT registration may be required. This lets you charge VAT and claim input tax. Registration can be made immediately and becomes compulsory when annualised turnover reaches 100’000 CHF (the article gives the example of turnover above 25’000 CHF in the first 3 months leading to liability from month 4).
All employees must also be registered with the occupational pension institution, social security compensation office and accident insurer.
Important: members employed by the company are also employees.
Step 7: open an operating account
After formation, open a business bank account to handle transactions and separate personal and business finances. We can assist with this too.
Conclusion
Forming a GmbH in Switzerland requires attention to numerous legal matters. Each stage, from choosing a name to registration, is important. At Müller & Pfenninger Rechtsanwälte, we help entrepreneurs establish and structure their GmbH. Contact us to learn about our services and begin your formation process.