Incorporating a company in Switzerland: Here's how
Mon, 07.03.2022, 12:00
A total of 50,545 new companies were entered in the Swiss Commercial Register in 2021. More and more people are taking the path to self-employment, and this seems set to continue in the future. Are you ready to start your own company? Then there are a few things to consider before you start your business. From business idea, business plan and legal form to trademarks, capital contribution and insurance - the following applies to all topics: Being well prepared is half the battle. In the following checklist, we have compiled everything you need to know for a successful incorporation.
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1. Business idea & business plan
A good business idea is the first step in setting up a successful company. Promising ideas are those that solve problems and close a gap in the market. To be able to implement your idea effectively, you should be familiar with your market and its needs and problems.
The business plan builds on your business idea and puts it into clear words. It is worth investing time here and writing the business plan in as much detail as possible. This forces you to deal with the basic questions of budget, costs, marketing, insurance and infrastructure. The business plan provides clarity, insight and control both internally and externally. A business plan is indispensable, especially if money is to flow into the company from third parties, because it gives potential investors a "look behind the scenes".
2. Company name
Do you already know what you want to call your company? At www.zefix.admin.ch/en you can check whether the name is already taken and then reserve the domain for the website. If you are planning to establish a social media presence, it is also worth checking whether you can open social media profiles with your company name.
In addition, you should check whether your company name might cause conflicts with other brands and thus violate trademark protection law. This will also ensure that you can protect your own trademark. You can carry out the search yourself or have it done by a trademark consultant.
If you are ready to apply for national trade mark protection, you can easily do so
online. The one-time application fee for national trademark protection is CHF 550. Your trademark is protected for ten years from the date of application.
Important to remember: You can extend your trademark protection for ten years as often as you wish.
3. Choice of legal form
Four of the most common
legal forms for setting up a business in Switzerland are
sole proprietorship, general partnership, limited liability company (LLC) and public limited company (Ltd.). In addition to cost and effort, you should keep the following question in mind when choosing a legal form: Do you want to keep your initial costs low and be liable for them with all your business and private assets, or do you want to limit the risk to the company assets with a higher capital contribution?
Overview of the four legal forms:
Sole proprietorship: As the name suggests, only one person has ownership rights in a sole proprietorship. The formation does not require a minimum capital contribution. From a turnover of CHF 100,000, registration in the commercial register is mandatory. In practice, however, most people register their new activity with a sole proprietorship in the HR right from the start. The initial costs and the effort involved in setting up a sole proprietorship are comparatively low, but you are liable with all your private and business assets.
General partnership: A general partnership is also a partnership that does not require any minimum capital. In contrast to the sole proprietorship, however, it is founded by two or more natural persons and requires an entry in the commercial register. The company's assets are primarily liable. However, all partners can be held jointly and severally liable with their private assets.
LLC: For the formation of a limited liability company (GmbH), a share capital of at least CHF 20,000 is required. The GmbH has its own legal personality and is formed as a partnership by one or more natural or legal persons. The liability of the GmbH is limited to the share capital.
Ltd.: The public limited company (AG) is the legal form for companies with higher capital requirements. The AG also has its own legal personality and is formed by one or more natural or legal persons (shareholders). A share capital of CHF 100,000 is required for the formation of an AG. The liability is limited to the share capital.
4. Incorporation process
Once you have decided on a legal form and a company name, you can start
founding your company. We will support you step by step.
Create and sign documents
The first step is to prepare all the necessary documents such as articles of association, commercial register application and public deed.
At IFJ, this step is carried out for you by our lawyers. You can subsequently print out the documents in the comfort of your own home, sign them and send them in by post.
Capital deposit
When you set up an Ltd. or LLC, you need official confirmation of the deposited share capital. This must be deposited with a Swiss bank, which will then issue you with a certificate. Here, too, you can count on the support of the IFJ experts.
Notarisation and entry in the commercial register
Your founding documents must be publicly notarised by a notary for entry in the commercial register. The notarised founding documents are then sent to the competent commercial registry office for entry.
If you found a company with IFJ, you do not have to be present for the founding. Our notaries take care of the notarisation for you and then directly initiate the entry in the commercial register. Your incorporation documents and the extract from the commercial register will be sent to you by post.
Next steps
After successfully incorporating your company, it is important that you start your self-employment securely. To do this, you need to find out what insurance you need for your company and your employees.
5. Insurance and provision
When setting up a business, two types of insurance are particularly relevant: social insurance and business insurance. Which insurance is compulsory for you usually depends on your chosen legal form.
The following generally applies to social insurance
For sole proprietorships and general partnerships: As the owner of a sole proprietorship or general partnership, you are considered self-employed and are therefore responsible for your own social security. You are legally obliged to register with the AHV/IV/EO and a family compensation fund. Pension fund, occupational accident and non-occupational accident insurances are voluntary for self-employed persons. Unemployment insurance cannot be taken out.
For Ltd. and LLC: As the founder of an Ltd. or LLC, you are the owner and at the same time your own employee. You are therefore obliged to register yourself and your employees for AHV/IV/EO, family compensation insurance, occupational accident insurance and unemployment insurance. From an annual income of CHF 21,510 (as of 2022), pension insurance is also compulsory, as is non-occupational accident insurance if you work more than eight hours a week.
Although you are not obliged to take out further (company) insurances, they are often useful and save you time, costs and trouble in the long term. You should inform yourself in detail about the following insurances:
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Property insurance
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Vehicle insurance
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Machinery and IT insurance
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Legal expenses insurance
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Public liability insurance
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Professional liability insurance
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Sick pay insurance
6. Costs of setting up a company
All legal forms incur individual costs, which can be estimated through proper financial planning. Administrative costs are incurred for the entry in the commercial register, formation fee, notarial and legal work and any trademark protection applications. These costs vary depending on the canton and legal form and can therefore only be given as an indication. The following fees apply to every company formation:
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Sole proprietorship: entry in the commercial register between CHF 150 and 250, notarisation of signature at approx. CHF 20.
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LLC: entry in the commercial register between CHF 500 and 700, certification of signature at approx. CHF 20, capital contribution account CHF 145 to 300.
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Ltd.: entry in the commercial register entry between CHF 500 to 700, certified signature at approx. CHF 20, capital contribution account CHF 145 to 300.
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General partnership: entry in the commercial register between CHF 250 and 350, notarisation of signature at approx. CHF 20.
In addition to the comparatively inexpensive administrative expenses for setting up a company in Switzerland, there are other investments necessary for building up a company. For example, product development costs, infrastructure and marketing expenses. For detailed budget planning, it is worthwhile to write a detailed
business plan, including a projected income statement, in which you list all the necessary financial expenses.
Thanks to the support of our renowned partners, you can set up your sole proprietorship, limited liability company, public limited company or general partnership with the IFJ free of charge. If you want. You will only be charged the fees for the entry in the commercial register and the certification of your signature. In addition, you will be supported by our comprehensive range of knowledge, courses on setting up a company, digital tools for
accounting and
business plans, and other entrepreneurial services.
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