Limited Liability Companies

How to set up a limited liability company in Switzerland...

A Limited Liability Company is a capital company with certain aspects of a partnership. There is no personal liability for owners. Liability for additional contributions and collateral obligations of quotaholders can be provided for in the articles of incorporation.

The quota capital must be at least CHF 20,000 and 100 percent of the share capital must be paid-in upon establishment. The nominal value of a quota must be at least CHF 100 and all quotas must be registered.

This sort of company structure is also suitable for non-commercial purposes.

To establish a Limited Liability Company:

  • Founders can be individuals or legal entities
  • A public deed of incorporation must be drawn-up by a notary public
  • The subscribed capital must be equivalent to the total issue amount
  • Establishment and auditor's report for companies established on basis of contribution in kind, acquisition of assets and for the granting of special advantages is required

The minimum content for the articles of association include:

  • Company name and registered office address
  • The company's name must be true, clear and unique and must include the indication of the legal form of the company (AG, SA or Ltd.). The availability of company names may and should be checked before the incorporation, but may not be reserved. Regarding the office address, the company may either have offices of its own, or seek domicile with another company or individual.
  • Company purpose in clear terms
  • Amount of share capital and pertinent contributions (in cash, in kind or by off-setting debt)
  • Method used for notices/announcements to quotaholders.

Note: starting a business in Switzerland may have tax implications.

Further Information

 

Disclaimer
Every effort has been made to offer information that is current, correct and clearly expressed. The information in this summary is intended to be no more than a general overview of the position and certain details have been deliberately omitted. The contents of this page should not be taken as an authoritative statement of Swiss law and practice. Neither the author nor the publisher are responsible for the results of actions taken on the basis of information contained in this summary, nor for any errors or omissions. This text is not intended to render legal, accounting or tax advice. Readers are encouraged to seek professional advice concerning specific matters before making any decision.

Information supplied by Dr. Michael A Meer, Attorney at Law, LL.M. GHR Rechtsanwaelte AG, Bern / Zürich. Tel: +41 (0)58 356 5050, e-mail / web: www.ghr.ch Copyright © 2009 GHR Rechtsanwälte AG. All Rights Reserved