06.05 Foundation of a Swiss company

06 Company Law

The requirements for founding a company or institution in Switzerland are very different, depending on the form of the company or institution. In the following, the prerequisites and concrete procedure are discussed in summary.

You don’t have to do anything else to establish a Sole proprietorship (Ger. «Einzelunternehmen»). It simply comes into being when you start your business activities.

The Simple Partnership (Ger. «einfache Gesellschaft», CO 530 ff.) and the General partnership (Ger. «Kollektivgesellschaft», CO 552 ff.) also come into existence easily when the partners join together to pursue a common purpose by common means, the latter being commercial in the case of the General Partnership and taking place under a common corporate name. With the General Partnership, however, a written partnership agreement is expressly recommended.

The Limited Partnership (Ger. «Kommanditgesellschaft», CO 594 ff.) is basically the same as the Simple Partnership and the General Partnership. As with the latter, a written partnership agreement is also recommended for the limited partnership. In the case of a limited partnership, the limited partner must also have himself entered in the commercial register with the amount for which he wishes to be held exclusively liable for the company (see Chapter 06.03 Closed number of companies).

To found a Corporation (Corp.; Ger. «Aktiengesellschaft» short «AG», CO 620 ff.), a Limited liability company (LLC; Ger. «Gesellschaft mit beschränkter Haftung» short «GmbH», CO 772 ff.), a Cooperative (Ger. «Genossenschaft», CO 828 ff.) or a Foundation (Ger. «Stiftung», CC 80 ff.), statutes of the company or institution and fournding documents must be prepared. These must be certified by a notary public, a state-authorised person who authenticates and certifies legal transactions, facts, evidence and signatures. In addition, the foundation of a respective company or institution requires a company or institution name, a purpose and in the case of a Corporation or Limited liability company the minimum capital required by law, which must be paid into a special blocked account for company foundations at a Swiss bank. Finally, the foundation must be confirmed by a notary public and subsequently filed with the cantonal commercial register (s. Chapter 06.04 Swiss commercial register) for registration of the company or institution. For practical reasons, it is best to contact a notary public immediately. The notary will explain to you what information you need for the foundation of the company or institution, take care of the preparation of the documents, organise a notarisation appointment and, depending on the canton, register the foundation with the relevant commercial register.

It is very easy to found an Association (Ger. «Verein», CC 60 ff.). You take a piece of paper, write the statutes (s. a sample in German on the website of Swiss Radio and Television, SRF), which must contain in particular the name of the Association, the purpose of the Association and the place of its office. The statutes must then be approved by the general meeting. That’s it! An entry in the commercial register is only necessary for an Association that runs a commercial enterprise (s. Chapter 06.03 Closed number of companies).

06 Company Law