Start a Company in Switzerland: Complete Guide
Legal forms, administrative steps, costs and legal obligations to successfully create your company in Switzerland
> Choice of Legal Form
Limited Liability Company (LLC - Sàrl): Most common form for SMEs. Minimum capital CHF 20,000 (fully paid). Limited liability to company assets. Suitable for 1 to several partners. Simple governance, lower costs than SA. Ideal for family businesses, small commercial or service activities. Name must include "Sàrl" or "GmbH" or "Sagl".
Corporation (SA): Suitable for companies seeking external financing or stock market listing. Minimum capital CHF 100,000 (min. 20% paid at creation, min. CHF 50,000). Limited liability. Shares freely transferable. More complex governance (board of directors, general meeting). Mandatory audit if thresholds exceeded. Name must include "SA" or "AG".
Sole proprietorship: Simplest form. No minimum capital. Unlimited personal liability (all personal assets). No distinction between personal and business assets. Suitable for low-risk activities. Simple accounting. Registration in commercial register if annual turnover exceeds CHF 100,000. Taxation as individual (income tax on profits).
Partnership forms: General partnership (société en nom collectif): at least 2 partners, unlimited joint liability. Limited partnership (société en commandite): at least one general partner (unlimited liability) and one limited partner (liability limited to contribution). Rarely used today. Partnership: association of persons without legal personality, generally for specific project.
> Essential Administrative Steps
1. Notarial deed (LLC/SA): Draft articles of association with notary. Mandatory content: company name, headquarters, purpose, capital amount, share distribution, organization. All founders must be present or represented. Cost: CHF 1,000-2,500 depending on complexity. The deed establishes the company's legal existence.
2. Capital deposit: Open blocked capital deposit account with Swiss bank. Deposit minimum capital (CHF 20,000 for LLC, min. CHF 50,000 for SA). Bank issues deposit certificate. Account remains blocked until commercial register entry. After entry, the company may freely use the capital.
3. Commercial Register entry: Submit entry request to cantonal commercial register within 3 months of deed. Required documents: authenticated deed, deposit certificate, identity documents, signatures of authorized persons. Entry fees: CHF 600-1,200. Publication in Swiss Official Gazette of Commerce (FOSC): approx. CHF 200-400.
4. Post-creation registrations: AVS/AI/APG affiliation (social insurance contributions, first employees), VAT registration (if annual turnover expected > CHF 100,000, mandatory), accident insurance (SUVA or private), pension fund (2nd pillar, mandatory from first employee), cantonal tax registration. Each authority has specific deadlines and forms.
> Creation Costs and Deadlines
Total costs LLC: Notary (deed, certification): CHF 1,000-2,000, Commercial register entry fees: CHF 600-800, FOSC publication: CHF 200-300, Capital (blocked, then available): CHF 20,000, Miscellaneous (forms, translations, certificates): CHF 200-500. Total: CHF 22,000-24,000, of which CHF 20,000 capital usable. Net cost: approx. CHF 2,000-4,000.
Total costs SA: Notary: CHF 1,500-3,000 (more complex), Entry fees: CHF 800-1,200, FOSC publication: CHF 300-500, Capital: minimum CHF 50,000 (20% paid, balance within 2 years if called), Audit: CHF 1,500-5,000/year (if mandatory), Miscellaneous: CHF 500-1,000. Total initial: CHF 54,000-56,000, net cost: approx. CHF 4,000-6,000.
Creation deadlines: With specialized service (Startups.ch, LEXR, etc.): 5-10 working days. Standard procedure: 2-4 weeks from deed signature to commercial register entry. Complex cases (foreign shareholders, specific authorizations): 1-3 months. Accelerated: possible in 2-3 days with express fees (+ CHF 1,000-2,000). Once registered, the company may immediately begin activity.
Ongoing costs: Annual accounts and taxes: CHF 1,500-5,000 (accounting/tax advisor), Restricted audit (LLC/SA if required): CHF 2,000-5,000/year, Ordinary audit (SA above thresholds): CHF 5,000-20,000/year, Domiciliation (if no own premises): CHF 500-2,000/year, Commercial register modifications (address, capital, organs): CHF 200-600/modification.
> Accounting and Legal Obligations
Accounting obligations: All companies must keep regular accounts (accounting, books). Sole proprietorship: simplified accounts possible if turnover < CHF 500,000. LLC/SA: duty to keep accounting according to CO (balance sheet, income statement, appendix). Annual accounts must be approved by general meeting within 6 months of end of financial year. Retention: 10 years.
Tax obligations: Corporate tax (profit tax): federal (8.5% flat rate) + cantonal/communal (variable 12-20% total according to canton and commune). Effective total rate: 12-21%. Capital tax: cantonal tax on equity (0.01-0.5%). VAT: if turnover > CHF 100,000, standard rate 8.1%, reduced 2.6%, special 3.8%. Quarterly or semi-annual declaration.
Social security: Employer contributions: AVS/AI/APG (approx. 5.3% of salary), unemployment insurance (approx. 1.1%), accident insurance (0.7-3%), pension fund (half of contribution, 7-18% according to age), family allowances (1-3% according to canton). Employee: similar contributions deducted from salary. Self-employed: AVS contributions on income (approx. 10%).
Sanctions for non-compliance: Late accounts filing: fine up to CHF 5,000. Late tax declaration: penalty interest 4.5-5% + surcharges 3-10%. VAT non-declaration: penalty up to CHF 5,000 + interest. Fraudulent tax evasion: criminal sanctions (fine, prison). Non-payment of social security contributions: prosecution, seizure, company closure possible.
> Governance and Company Bodies
LLC governance: General meeting of partners: supreme body, approves accounts, appoints managers, decides major modifications. One or more managers: represent and manage the company, sign on behalf of company. Managers may be partners or third parties, Swiss or foreign (at least one must be Swiss resident with signature right). Liability: managers liable for damages in case of breach of duties.
SA governance: General meeting of shareholders: supreme body, similar to LLC but more formal. Board of directors: at least 1 member (3 recommended for good governance), appointed by general meeting. At least one board member and the person with signature right must be Swiss resident. Board members liable jointly if fault. Managing Director (CEO): day-to-day management, appointed by board.
Signature rights: Individual signature: person may alone commit company. Joint signature: 2 persons must sign together. Collective signature: several persons must sign. Prokura: general commercial power with certain limitations. Registration: all signatures must be registered in commercial register with authentic specimen (notarized or authenticated by register office).
Decisions and minutes: Important decisions (capital increase, articles modification, merger, dissolution) must be documented by minutes signed by all participants. Board of directors: minutes of all meetings. General meeting: minutes mandatory, authenticated if statutory modification. Archives: keep all minutes minimum 10 years. Good practice: document all strategic decisions even if not legally required.
> Financing and Fundraising
Equity financing: Personal funds of founders, Family and friends (F&F): loans or equity participation, Business angels: private investors (CHF 50,000-500,000), Venture capital (VC): specialized funds (from CHF 500,000), Crowdfunding: platforms like Crowdify, wemakeit (equity or rewards). Each source has advantages and constraints (dilution, control, obligations).
Bank financing: Business loan: up to CHF 500,000, generally requires personal guarantee, interest 3-7%. Leasing: for equipment, vehicles. Line of credit: flexible credit up to agreed amount. Mortgage loan: if real estate ownership. Banks require: solid business plan, financial forecasts 3-5 years, personal guarantees, existing capital (at least 20-30% equity).
Public aids: Federal innovation grants (Innosuisse): for R&D projects, up to CHF 500,000. Cantonal aids: creation grants (CHF 10,000-50,000), interest subsidies, tax reductions. Technology parks and incubators: support, mentoring, shared offices. Conditions: innovative project, jobs creation, economic impact. Applications: strict files, expert evaluation.
Capital increase: Ordinary increase: modification of articles, notarial deed, commercial register entry. Simplified procedure for authorized capital (up to 50% of existing capital for 2 years). Issuance of new shares (SA) or increase of quotas (LLC). Preemptive subscription right for existing shareholders (except exclusion decided by meeting). Valuation of company: essential for determining price of new shares.
> Intellectual Property and Protection
Trademark protection: Registration with Swiss Federal Institute of Intellectual Property (IPI). Cost: CHF 550 (online) or CHF 700 (paper) for 10 years. Protection valid throughout Switzerland. International registration (Madrid Protocol) possible. Prior search essential to avoid conflicts. Renewal every 10 years. Protection: exclusive right to use the trademark, action against infringers.
Patents and designs: Patent: protects technical inventions, duration 20 years, cost CHF 200 filing + annual fees. Conditions: novelty, inventive step, industrial applicability. Long procedure (18 months to 3 years). Design: protects aesthetic appearance, duration up to 25 years (5 renewable periods), cost CHF 200. Trade secret: free but requires concrete protection measures (NDA, access limitation).
Copyright and software: Copyright: automatic protection from creation, no registration required. Protects literary and artistic works, software, databases. Duration: life of author + 70 years. Transferable by contract. Software: protected by copyright if original. Open source licenses (MIT, GPL, Apache): define usage conditions. Trade agreements: clearly define ownership of intellectual property created by employees or contractors.
Domain names and digital: .ch or .swiss domain: registration via SWITCH, CHF 15-50/year. International domains (.com, .net): various providers. Check availability before company creation. Social networks: register accounts in company name. Cybersecurity: SSL certificate, HTTPS protocol, regular backups, data protection compliance (FADP). Protection of logo and visual identity: register as trademark or design.
> Restructuring and Dissolution
Capital increase/reduction: Increase: ordinary (articles modification) or from authorized capital (board decision). Reduction: if over-capitalization or losses coverage. Procedure: balance sheet, expert report, creditor notification, 3-month objection period. Total cost: CHF 2,000-5,000. Impact on shareholders: dilution (increase without subscription) or gain (reduction with payout).
Merger and acquisition: Absorption merger: one company absorbs others. Combination merger: several companies form new entity. Benefits: synergies, tax optimization, simplification. Procedure: merger contract, expert reports, creditor notification, commercial register entries. Duration: 6-12 months. Acquisition (shares purchase): transfer of shares, shareholders' agreement, due diligence. Legal and tax assistance essential.
Voluntary dissolution: Decision by general meeting (qualified majority generally required). Liquidation: appointment of liquidator(s), inventory of assets, creditor notification and payment, distribution of surplus to shareholders. Commercial register deletion. Entire procedure: 6-18 months. Cost: CHF 2,000-10,000 (liquidator fees, publications, final accounts). Tax declaration: final year, cancellation of VAT number, settlement of contributions.
Insolvency and bankruptcy: Over-indebtedness: if debts exceed assets, board must notify judge or restore balance. Debt enforcement moratorium: temporary suspension (max. 6 months) to reorganize. Bankruptcy: if insolvency confirmed, liquidation of assets, creditor distribution. Personal consequences: managers may be held liable if breach of duties. Prevention: regular monitoring of finances, timely restructuring, seek advice as soon as difficulties arise.
FAQ
Q: How long does it take to create a company in Switzerland?
R: With specialized service: 5-10 working days. Standard procedure: 2-4 weeks. Complex cases: 1-3 months.
Q: Can I create a company in Switzerland if I am a foreigner?
R: Yes, but at least one person with signature right must be Swiss resident. Foreigners can be shareholders or board members.
Q: What difference between LLC and SA for an SME?
R: LLC: simpler, less expensive, suitable for family businesses. SA: more flexible for external financing, higher costs, mandatory audit if thresholds exceeded.
Q: Must I necessarily use a notary?
R: Yes, for LLC and SA creation. The notary authenticates the deed and identity of founders. Cost: CHF 1,000-3,000.
Q: What is the difference between restricted audit and ordinary audit?
R: Restricted: limited verification (CHF 2,000-5,000/year), sufficient for most SMEs. Ordinary: in-depth audit (CHF 5,000-20,000/year), mandatory if thresholds exceeded (balance sheet > CHF 20M, turnover > CHF 40M, or > 250 full-time employees).
Q: How to protect my business idea before launching it?
R: 1) Register trademark with IPI (CHF 550), 2) File patent if technical invention, 3) NDA (non-disclosure agreement) with partners/investors, 4) Trade secret: limit access to sensitive information. Copyright automatic for software/content.
Q: What happens if my company is over-indebted?
R: If debts exceed assets, board must immediately notify judge or restore balance (capital increase, debt reduction, shareholder loan). If situation not resolved: bankruptcy procedure. Managers may be held personally liable if breach of duties (delayed notification, continued activity despite insolvency).
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Legal disclaimer:
This guide provides general information on company creation in Switzerland and does not constitute personalized legal or tax advice. Procedures and costs may vary by canton. For a precise analysis of your project, we recommend consulting a specialized lawyer or fiduciary. Use our AI assistant for initial guidance.