Questions about company formation
Questions about company formation
Which legal form suits my venture?
Liability, capital, financing, taxes and organisation must be weighed up. An AG, GmbH and sole proprietorship have different requirements. There is no universally best legal form.
Which matters should be clarified before incorporation?
These include the business model, authorisations, financing, founders’ roles and rights to products. Advice reduces risks but does not guarantee business success. Priorities should suit the specific venture.
Does my business model require authorisation?
This depends on the activity, location and regulatory framework. Commercial registration does not replace a sector-specific licence. Clarify requirements and costs before making binding investments.
Complex questions from practice
Under what conditions can an AG or GmbH be formed with contributions in kind instead of cash?
Permissibility, valuation and availability must be examined. Qualified incorporations have special documentation and review requirements. Not every self-valued intangible benefit is suitable.
Before planning a contribution in kind, identify the assets specifically and clarify whether they can legally be transferred. A transparent valuation and actual availability to the company are also important. Special incorporation documents and examinations must be coordinated with the notarisation and registration process.
Who is liable for obligations incurred before a company is entered in the commercial register?
Individuals acting may be personally liable. Subsequent assumption requires the statutory conditions to be met. Clearly identify the pre-incorporation context and assumption process.
Record all contracts concluded before registration and the person acting in each case. The document should indicate whether they acted on behalf of the future company and how assumption of the contract is intended. After registration, examine the assumption process separately; incorporation alone does not automatically eliminate earlier personal obligations.
What formation and representation issues arise for founders residing abroad?
Representation by a Swiss resident, authorisations and tax questions must be examined. Ownership of shares and the right to work are not identical. A registered address alone does not satisfy every requirement.
First clarify who can validly represent the company while residing in Switzerland. Also consider the planned activity, any work in Switzerland and authorisation requirements. Being able to own shares does not automatically permit every form of employment or business activity. These matters should be coordinated before incorporation.
How can founders’ equity be legally structured with vesting and subsequent acquisition rights?
The acquisition mechanism, departure and valuation must be precisely regulated. Articles of association, contractual rights and tax consequences must align. An informal promise of a percentage does not offer comprehensive protection.
Vesting should specify which equity has already been acquired and which rights depend on continued participation. Departure, acquisition rights and price calculations need clear conditions. A transparent timetable and examples of different departure scenarios help explain the economic consequences and coordinate the provisions with the articles of association and tax matters.