Forming a limited liability company (GmbH)
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Would you like to form a limited liability company (GmbH)? Here you’ll find a step-by-step guide to the requirements you must meet, the amount of capital you’ll need, and the insurance policies you must purchase.
Key Points at a Glance
- The minimum capital for a limited liability company (GmbH) is 20,000 Swiss francs and must be paid in full at the time of incorporation.
- The capital is divided into shares, which you can transfer or sell under certain conditions.
- You are liable only with the company’s assets—not with your personal property.
- The GmbH is only established upon entry in the Commercial Register and then becomes a legal entity.
- Once entered in the Commercial Register, the GmbH can enter into contracts and assume obligations.
Requirements and Guidelines
Capital Requirements
- Minimum capital (share capital): 20,000 Swiss francs
- The share capital must be paid in full at the time of incorporation.
- Contributions may be made in the form of cash or non-cash assets.
Governing Bodies of the LLC
A limited liability company consists of the following governing bodies:
- Shareholders’ Meeting: The shareholders make the most important decisions for the company here.
- Management: It manages the company’s day-to-day operations and represents it externally before authorities, business partners, and others.
- Audit Firm: Depending on the company’s size, an external audit of the annual financial statements is required. However, there are exceptions (opting out).
How to proceed
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The articles of incorporation are your company’s rules. In them, you specify the following points:
- Company name
- Registered office (address)
- Purpose of the company
- Amount of share capital (at least 20,000 Swiss francs)
- Further details regarding the governing bodies
You can seek advice from a notary’s office regarding this.
Deposit the initial capital of at least 20,000 Swiss francs into a blocked account at a bank.
Important: The bank will confirm the deposit with a receipt you will need this later at the notary’s office.
The formation of your limited liability company (GmbH) must be notarized by a notary.
You will receive an original deed for your records. Another original is required for submission to the Commercial Registry.
After notarization, register your GmbH with the Zurich Commercial Register Office.
What to submit:
- The notarized document intended for the Commercial Registry Office.
- The Commercial Registry Office’s registration form.
- Any other required documents (depending on the specific case).
As soon as you hire employees or pay yourself a salary as a managing director, you must register your business with the SVA Zürich (Kompetenzzentrum für Sozialversicherungen im Kanton Zürich) or another compensation office.
Check with the Federal Tax Administration (FTA) to see if your business is subject to VAT. The requirement generally applies to businesses with an annual turnover of 100,000 Swiss francs or more.
As an employer, you must take out certain types of insurance:
- Accident insurance (Accident Insurance Act – UVG)
- Occupational pension plan (Federal Act on Occupational Old-Age, Survivors’, and Disability Pension Plans – BVG)
Additional insurance (recommended):
- Business liability insurance (protects against claims for damages)
- Professional liability insurance (depending on the industry)
- Cyber insurance (protects against data loss and cyberattacks)
Further Information
Note: The information on this page is provided for general guidance and is not exhaustive. In each specific case, you must individually verify the legal, tax, and organizational requirements. This applies in particular to capital requirements, articles of association, audit requirements, and liability.
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