What are the different legal forms of companies in Switzerland?

What are the different legal forms of companies in Switzerland?

La Suisse offre un environnement favorable aux affaires et de nombreuses opportunités d’entrepreneuriat. Cependant, pour se lancer, il faut choisir une forme juridique d’entreprise adéquate parmi les nombreuses options possibles. Il existe en effet différentes formes juridiques d’entreprise, chacune ayant ses propres avantages et inconvénients. Nous vous présentons l’essentiel à savoir pour chacune d’elles, afin de vous aider à choisir celle qui vous convient le mieux.

1. Sole proprietorship

A sole proprietorship is a business owned by one person. There is no legal distinction between the owner and the business, which means that the owner is personally liable for all debts and obligations of the business.

Company Formation

Pour créer cette forme juridique de société en Suisse, vous devez tout d’abord choisir une activité et un nom pour votre entreprise. Ensuite, vous devez vous enregistrer auprès du registre du commerce et définir un siège social pour votre entreprise.

Si votre activité nécessite un permis d’exercer, il faut également en faire la demande auprès des autorités compétentes. De même, si votre entreprise est assujettie à la TVA, vous devez l’immatriculer à l’assurance-vieillesse et survivants (AVS) et obtenir un numéro d’identification TVA. Il est enfin important d’ouvrir un compte bancaire dédié à votre entreprise individuelle pour la gestion de vos finances.

Benefits

Setting up a sole proprietorship is easy and inexpensive. The incorporation process is much more flexible than for most other types of companies in Switzerland. You can start with a minimum capital of only CHF 1.

The sole proprietorship is known for its management flexibility. The sole proprietor can make decisions quickly, according to the needs of the business, without being subject to strict formalities. This allows for more flexible management of the business, with greater ability to adapt to market changes or business growth.

Par ailleurs, l’entreprise individuelle est soumise au régime fiscal de l’impôt sur le revenu, ce qui est intéressant pour les petites entreprises ou le taux d'imposition sur le revenu est bas comme dans les cantons de Suisse centrale.

Disadvantages

The sole proprietorship does not have its own legal personality. As a result, it cannot issue shares, which can limit the possibilities of financing and cooperation with other companies.

Similarly, the sole proprietor is personally liable for all debts and obligations of the business, which can result in significant financial risk and unlimited liability. Finally, a sole proprietorship requires careful management of accounting and tax obligations, which can be difficult for some young entrepreneurs.

Swiss Limited liability company (LLC)

The Limited Liability Company (SARL) is a common legal form for small and medium sized businesses in Switzerland.

Setting up a limited liability company

The founders of a SARL must choose a name for the company and draw up its articles of association. They must then apply for registration in the Commercial Register and publish a legal notice in an official newspaper. Finally, they must deposit the minimum share capital of CHF 20,000 in a blocked bank account until the SARL is officially registered.

The advantages of a SARL

The SARL offers limited liability to the partners, i.e. their liability is limited to the amount of their contribution to the share capital. This provides financial security for the partners and allows the company to grow without risking the partners' personal assets.

The SARL has a legal personality separate from that of its owners. This means that it can issue shares, take out loans, own property and sue in its own name. Disadvantages of this status

Setting up a limited liability company in Switzerland can be costly due to the administrative formalities and fees involved. It is subject to strict formalities, such as :

• drafting detailed articles of association,
• the appointment of a statutory auditor,
• entry in the commercial register, etc.

This can make forming and managing the LLC more complex than other forms of business. Finally, LLC directors can be held personally liable for mismanagement or violations of law.

Public limited company (SA)

The limited company (Société Anonyme, SA) is a special type of company whose owners are called shareholders. Its management is usually entrusted to a board of directors.

Setting up a public limited company in Switzerland

The process of forming a limited company in Switzerland is relatively quick and straightforward. In practice, you will need :

• choose a company name and check that it is available,
• draw up the company's articles of association and have them approved by a notary,
• constitute the company's share capital (minimum CHF 100,000),
• nommer les administrateurs et les actionnaires de la société.

Finally, you need to register the company with the Commercial Registry.

The advantages of a public limited company

One of the strengths of a corporation is the limited liability and anonymity of its shareholders. Unlike other types of companies, shareholders are only liable up to the amount of their capital contribution, which limits their financial exposure. Incorporating in Switzerland can be an attractive option for companies seeking to raise capital.

Disadvantages

Tout d’abord, la constitution d’un capital social minimum de 100 000 CHF (que 50% peuvent être libérés) peut être un grand obstacle pour certaines entreprises. De plus, la société anonyme en Suisse est exceptionnellement soumise à des obligations légales et réglementaires plus strictes.

General partnership

A general partnership is a company formed and managed by at least two individuals. It has a number of advantages, as well as some limitations.

Setting up a general partnership

In Switzerland, the formation of this type of company involves the conclusion of a contract between the partners, which must be registered with the Commercial Register. You must first choose a name and check that it is available.

The advantages of this type of company

The first advantage of the general partnership in Switzerland is its structural flexibility. Partners are free to define :

• the company's management procedures,
• distribution of profits and losses,
• the rights and obligations of associates.

The formation of a general partnership is relatively inexpensive. It does not require a minimum share capital and involves minimal administrative formalities. This type of entity can be particularly attractive to small businesses looking to minimize costs.

The disadvantages of a general partnership

Partners are jointly and severally liable for the company's debts, which can have significant financial consequences. What's more, a general partnership does not allow you to raise funds from outside investors by selling shares. This can limit the company's financing possibilities.

The general partnership is also a legal form that implies a high degree of interdependence between the partners. This can lead to conflicts of interest.

The limited partnership

The Limited Partnership is the legal form often chosen when a General Partnership needs to broaden its funding base.

How to set up a limited partnership

The formation of a limited partnership in Switzerland involves several steps. First, the partners must enter into a partnership agreement that defines the terms of the partnership and the rights and obligations of the partners. This agreement must be registered with the Commercial Register and must contain certain mandatory information, such as :

• the company name,
• the amount of share capital,
• the names of the partners and their capital contributions,
• the company's management procedures.

The partners must also draw up a list of shareholders, which must be registered with the Trade Registry. Finally, they must obtain the necessary permits (tax and trade licenses) to operate their business.

The advantages of this legal form

Limited partners are liable only to the extent of their capital contribution. General partners, on the other hand, are responsible for managing the business. This allows investors to contribute funds without being involved in the management of the company, while limiting their financial liability. The limited partnership (société en commandite simple) offers great flexibility in the management of the company.

Disadvantages to be aware of

The formation of a limited partnership can be complex and more costly than other types of companies because of the additional administrative formalities involved. The general partners are responsible for managing the business and are jointly and severally liable for its debts. If the company runs into financial difficulties, this can have significant financial consequences.

Finally, the limited partnership may be less attractive to outside investors. This is because they have little decision-making power and cannot participate in the management of the company.

Whatever legal form you choose, it is advisable to have a legal advisor to guide you through the process of setting up and managing your company. RISTER fiduciaire in Geneva can provide you with expert assistance in all aspects of setting up a company in Switzerland.

Contact us to start your initial consultation now. We would be delighted to get to know you and define the next steps in your project to establish a company in Switzerland.

Fill in our contact form or call us on +41(0)22 566 82 45

‍

‍