Forming an LLC in Switzerland: capital and formalities
The minimum share capital
The limited liability company (GmbH/Sàrl) is governed by art. 772 ff. CO. It requires share capital of at least CHF 20,000, fully paid up at the time of formation, unlike a public limited company where only part of the capital must initially be paid in.
The articles of association
The articles must state, among other things, the company's name and registered office, its purpose, the amount of share capital and the nominal value of each share, and the form of the company's publications. They are drawn up by public deed at the time of formation.
Registration with the commercial register
The company only acquires legal personality upon its registration with the commercial register (art. 779 CO). Registration requires, among other things, the articles of association, proof that the share capital was deposited with a bank, and the designation of the persons authorised to represent the company.
The shareholders' liability
Shareholders of an LLC are in principle liable for the company's debts only up to the amount of the share capital, on the assets of the company itself: their personal assets are in principle not affected, except in specific cases of liability for mismanagement or statutory obligations to make additional payments.
Frequently asked questions
What is the minimum capital to form an LLC?
CHF 20,000, fully paid up at the time of formation (art. 773 CO).
From when does an LLC legally exist?
From its registration with the commercial register (art. 779 CO); before that registration it has no legal personality.
Are shareholders personally liable for the LLC's debts?
In principle no: their liability is limited to the share capital contributed to the company, except in specific cases of liability for mismanagement or particular statutory obligations.
How many people are needed to form an LLC?
A single individual or legal entity is enough: the LLC can be formed and held by a sole shareholder.