What are the advantages and disadvantages of a Swiss GmbH?

GmbHs are sometimes called the 'small AG' in Switzerland. This article explains the advantages and disadvantages so you know whether one suits you.

 

Advantages


An advantage, especially over the AG, is minimum capital of only 20'000 CHF rather than 100'000 CHF. The minimum capital for one AG could therefore fund five GmbHs.

Another advantage over sole proprietorships or general partnerships is limited liability. Generally, only company assets answer for debts. Apart from liability for breaches of care, you are personally liable only if additional contributions are required in the articles. Otherwise, liability is limited to fully paid capital of at least 20'000 CHF.

You are free to name a GmbH provided the name is not misleading or already used and includes GmbH.

If you sell your GmbH interests, the gain is tax-free.

 

 

Disadvantages

 

As a GmbH is a legal person subject to income tax, double taxation occurs: income and capital at company level and income and wealth at owner level.

Formation is more complex and expensive than a sole proprietorship.

All GmbH owners are publicly visible in the commercial register. This is not so for an AG, where only directors and authorised representatives are publicly visible.

Another disadvantage is that the GmbH manager generally has no unemployment benefit entitlement unless they leave the business permanently.

 

Conclusion: The GmbH offers very limited liability and low minimum capital, but double taxation and less founder confidentiality. We help assess whether it is ideal for your business.

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Written by Samuel Müller
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