If you are an entrepreneur looking to open a business in Switzerland, you should know that there are several types of legal structures available. One of the most popular choices is the Limited Liability Company, or LLC/SARL. In this article, we will look at the steps you need to take to open an LLC in Switzerland.
The LLC/SARL is a legal structure that allows the owners of the business to limit their financial liability in the event of bankruptcy or financial problems. Unlike a sole proprietorship, the owners of an LLC are not personally liable for the debts of the business. This is an attractive option for many entrepreneurs because it allows them to limit their financial risk.
Step 1: Determine the requirements for establishing an LLC/SARL in Switzerland
Before you can establish an LLC/SARL in Switzerland, it is important to understand the requirements for this type of legal structure. In general, to set up an LLC, you will need :
– At least one founder
– A minimum share capital of CHF 20,000 (about €20,000)
– An address in Switzerland for your company (a company domicile, a registered address)
– A clear and specific business purpose (i.e. a precise description of your company’s activity)
– An incorporation document (the Articles of Association) defining the rules of management of your company.
– At least one manager or director must be resident in Switzerland
Step 2: Choosing a name for your LLC
Once you have determined that you meet the requirements to form an LLC/SARL in Switzerland, the next step is to choose a name for your company. The name should be unique and not already used by another company in Switzerland. You can check the availability of the name by doing an online search on the Swiss company register.
It is important to choose a name that reflects your company and its activity. Your company name is an important part of your brand, so it should be easy to remember and pronounce.
Step 3: Draw up the Articles of Association for your LLC/SARL
Once you have chosen a name for your LLC, the next step is to develop your company’s Articles of Incorporation. The Articles of Incorporation are a document that sets out the rules for running your business, including the distribution of shares and profits, the procedure for appointing directors, the responsibilities of directors and employees, and provisions for dissolving the business.
It is important to draft the articles of association carefully as they will determine how your business operates in the long term. You can get help drafting your Articles of Association from RISTER Fiduciary in Geneva.
Step 4: Open a deposit account for the CHF 20,000 capital deposit
As a limited liability company, you must have a minimum share capital in order to be registered. This share capital must be deposited in a consignment account prior to registering your company with the Commercial Registry.
To open a consignment account, you must contact a bank or financial institution approved by the Swiss government. You will need to provide information about your company, such as the name, address and articles of association of the LLC/SARL, as well as the names and addresses of all founders and managers of the company.
Once your company’s share capital has been deposited in the deposit account, the bank or financial institution will issue you a certificate of deposit of share capital. This certificate will be needed to register your company with the Commercial Registry.
Opening a consignment account for the deposit of share capital is an important step in the creation of a limited liability company in Switzerland. Make sure you meet the requirements for the share capital and work with an approved bank or financial institution to avoid delays in the process of registering your company with the Commercial Registry.
Step 5: Register your LLC with the Registrar of Companies
Once you have drawn up the articles of association for your LLC and deposited the incorporation capital into the deposit account, you must register them with the Registrar of Companies.
After filling out the registration forms and paying the registration fee, your LLC will be officially created and registered with the Commercial Registry.
Step 5: Open a bank account for your LLC/SARL
Once your LLC/SARL is registered, you will need to open a bank account in your company’s name. This will allow you to manage your company’s finances in an efficient and professional manner. You will need to provide the following documents to open a bank account for your LLC/SARL:
– Your company’s articles of association
– A business plan
– An extract from the commercial register showing that your company is registered
– Proof of identity for each founder and manager of the company
– Proof of address for each founder and manager of the company.
Step 6: Obtain the necessary licences and permits
Depending on your business activity, you may need additional licences or permits to operate legally. It is important to check the specific legal requirements for your business to determine if you need additional permits.
If you need to obtain additional licences or permits, you will need to apply to the relevant authority. The authorities involved will vary depending on your business activity, but may include the Federal Office of Public Health, the Federal Office for the Environment or the Federal Office of Transport.
In summary, the steps to follow to set up an LLC/SARL in Switzerland are as follows:
1. Check the requirements for setting up an LLC/SARL in Switzerland
2. Choose a name for your LLC
3. Draw up the articles of association for your LLC
4. Register your LLC with the Commercial Registry
5. Open a bank account for your LLC
6. Obtain the necessary licences and permits.
By following these steps, you can set up an LLC/SARL in Switzerland and start your business legally. Don’t forget to consider the tax and legal aspects of your business, and seek professional guidance if necessary to ensure that everything goes smoothly.
Contact us to start your initial consultation now. We would be delighted to get to know you and work with you to define the next steps in your project to set up a company in Switzerland.
Fill in our contact form or call us on +41(0)22 566 82 45
