Eligibility for Balance Sheet Recognition / Capitalisation
Contributions in kind, as well as asset takeovers, must be eligible for recognition in the balance sheet or capitalisation. Only assets whose economic value can be determined and which are likely to generate a future (direct or indirect) inflow of funds for the company can be contributed. The requirement for valuation arises from Articles 628(1) and 635 of the Swiss Code of Obligations (CO), which mandate an assessment of the contribution in kind. For the company to acquire control over the contributed assets, they must be transferable. Additionally, they must hold value for the company, meaning they must serve, directly or indirectly, the achievement of the business purpose.

Availability
For an asset to be eligible as a contribution in kind, the company must be able to dispose of it immediately after its registration in the commercial register. The availability criterion ensures that the share capital is effectively paid up at the time of registration and not merely subject to a future obligation of payment. This criterion does not apply to asset takeovers, meaning that assets not immediately available after the company’s incorporation may still qualify for an asset takeover.

Realisability
Contributions in kind must be realisable, as the share capital or registered capital serves as a liability substrate for the company’s creditors. The following assets are considered realisable and transferable contributions in kind:

• Tangible assets (e.g. machinery, inventory, vehicles, land, buildings)
• Contractual rights (e.g. receivables)
• Intellectual property rights (e.g. patents, copyrights)
• Securities and equity interests (e.g. shares)
• Independent and permanent real rights (e.g. easements, building rights, mining rights, water rights)
• Universality of assets (e.g. transformation of a sole proprietorship or general partnership into an LLC or a public limited company).

Audit by a Certified Auditor
Contributions in kind must be audited by a certified auditor. Depending on the nature and complexity of the contribution, the costs for an audit certificate range from CHF 700 (for a simple contribution) to CHF 3,000 (for auditing an entire inventory or balance sheet). Additionally, the auditor must consider depreciation of the assets during the review. If the assets are not yet owned and need to be purchased, it is often more cost-effective to first establish the company and then acquire the assets. Securities can also be contributed, but it is often simpler to sell them first and then establish the company with a cash contribution. Another option is to contribute the entire balance sheet of a sole proprietorship or general partnership, provided there is a positive surplus of assets and all contributed assets are supported by appropriate documentation.

Assets Not Eligible for Contribution in Kind or Asset Takeovers
Rights, values, etc., that do not meet the above-mentioned requirements cannot be contributed. Examples include:

• Future claims (as they do not result from past events within the meaning of Article 959 CO)
• Rights of use (e.g. rental and lease agreements)
• Periodic services (e.g. work services, supply and transport contracts)
• Strictly personal rights (e.g. rights of residence)
• Low-value objects (e.g. everyday office supplies)