Partnership – Legal entity
When founding a company, the first step is to decide whether to choose the form of a partnership or an independent legal entity. The biggest difference is that in a partnership, the individual partners are in principle personally liable to third parties and can or must be sued personally by them. A legal entity, on the other hand, has legal personality, can therefore be sued itself and is exclusively liable to third parties. Particularly because of the personal liability, the partnership is generally not recommended from a legal point of view.
Personal-related – Capital-related
A distinction is also made between personal and capital-related companies. In the case of the personal-related companies, the partners involved are personally very involved. In the case of capital-related companies, on the other hand, the commitment of the partners is entirely or mainly limited to financial participation. There are also hybrid forms, between personal- and capital-related companies. An example of a highly personal-related company form is the general partnership (CO 552 ff.). In this company, the partners are personally involved and also personally liable. In the case of the limited liability company (LLC, CO 772 ff.), the partners are generally also directly involved in the management of the company, but they are not personally liable. In the case of the corporation (Corp, CO 620 ff.), on the other hand, the stakeholders are not involved in the management. In addition, here too, only the company’s assets are liable to third parties. The foundation is, so to speak, the strongest capital-related company form. This is because it is an independent asset, completely independent of any stakeholders (CC 80 ff.; s. below).
If the liability of the stakeholders in a company form is limited to the assets of the company, it is also called a «Limited» or short «Ltd.». Because of this limitation of liability, the Limited is usually also the preferred form of company.
Companies – Institutions
In the context of Swiss company law, the institutions of the foundation and the public-law institutions are mentioned in addition to the companies. For this reason, these are also discussed here.
Graphic overview of the company forms in Switzerland