Créer votre entreprise en Suisse

SA, Sàrl, personal reasons, association… What type of structure should I adopt?

Are you setting up your business but don’t know which legal form to choose? Laurence explains the different types of businesses available in Switzerland and guides you in your choice!

There are basically 5 criteria to consider when choosing a legal form: capital, risk and liability, independence, taxation and social security. In fact, they vary depending on the structure chosen.

capital

You have to think about:

• The base cost when creating the structure;
• The capital needs of the company in its first few years;
• Constituent capital as prescribed by law

Risks and Responsibilities

If the project itself is “risky” or the founder has a large amount of capital to invest, then it makes more sense to choose a limited liability company.

independent

The amount of room for maneuver depends more or less on the legal form of the company. You also have to ask yourself who is behind the company: are you alone, with a partner, or with shareholders?

tax

The assets of the company and its owners can be taxed together or separately. Capital companies are usually subject to double taxation, while partnerships are not.

social Security

Depending on the legal form of the company, social insurance is mandatory, optional, or even non-existent. In the case of personal reasons, the owner is not protected from unemployment and his pension fund is optional.
In SA or Sàrl, the owner is considered an employee and therefore benefits from corresponding protections.

There are 9 legal forms in Switzerland:

sole proprietorship

Personal reasons are created by a natural person carrying out commercial activities. The activity must be closely associated with the owner and his name must appear in the commercial register and in the company name.
Registration with the Commercial Register is required.

Owners enjoy a great deal of freedom in running their business. Basic capital is not mandatory and start-up costs are very low. There is minimal administrative burden.

No double taxation is required for personal reasons.

However, financial freedom is lower: accounting is strictly monitored by the Commercial Register.

In addition, the owner’s liability is significant: private and professional taxes are linked, and in the event of bankruptcy, he is the only one responsible. He may be prosecuted for this.

If you want to focus on the event, keep costs down and you are the only one there running the event, you can create a personal reason for your company.

simple society

As the name suggests, this is the “simplest” form of partnership. A contract between two or more people to combine their efforts and resources to achieve a common goal.

It is a community of economic interests, not a legal entity. Often we are not even aware of its creation as it does not require any announcement to public bodies.

Generally speaking, the creation time of simple companies is very short. A consortium associated with a construction project is a good example of a simple company.

Partners have unlimited liability for the obligations of the structure.

A simple company does not require a specific form and it is not possible to register it in the Commercial Register.

However, the Lawrence team recommends hiring an attorney to draft a contract that identifies management, work assignments, areas of expertise, contributions, and allocation of gains and losses.

general partnership

It is founded jointly by two or more individuals. This form is particularly suitable if there is a personal and professional proximity between the partners, such as in a family business. There is interdependence between partners. The company itself is not a legal entity, but rights can be acquired in its name.

There is no need to establish capital, but it must be registered in the Commercial Register. A partnership is not taxed, but the partners are taxed on their income.

limited partnership

It is a form of partnership that benefits one of the partners. It allows you to expand your financing base without expanding your management base.

If a sole proprietorship or partnership wishes to increase financing without increasing the number of partners, this form is appropriate for your situation.

A limited partnership is established after the partnership contract is established and registered. mandatory in the commercial register. The law does not require voter capital.

A partnership contract establishes the relationship between the general partners (the “privileged” partners) and the limited partners. We recommend that you hire an attorney to draft it.

The general partner will be responsible for obligations related to the management of his or her private wealth and business.

Limited partners must make a contribution (called a sponsorship amount) to the company. They are not responsible for the management of the company, and they cannot be held accountable through bankruptcy. Their control is limited.

This legal form is not very common in Switzerland.

Ltd. (SA)

The SA is one of the most common legal forms in Switzerland, alongside the sole proprietorship and the Sàrl.

A limited company is established by one or more natural or legal persons.

It is a capital company with its share capital divided into shares. This has advantages in terms of liability and security: in the event of bankruptcy, only the shares are affected. SA requires at least one shareholder.

If multiple shareholders contribute capital to the company, the shareholders’ agreement can specify their shares. We recommend an attorney to assist in drafting this important document.

To establish an SA, the law requires registration in the commercial register, notarization of its foundation, formation of a board of directors and approval by the auditor. A basic capital of CHF 100,000 is required, but also includes in kind. The term “SA” must be added to the name.

SA shareholders are subject to double tax on SA profits and their shares. The list of shareholders must be kept up to date.

SA’s Board of Directors is SA’s highest governing body. He works with third parties on behalf of the company. Each member must reside in Switzerland and have his or her name registered in the commercial register. The board of directors has 7 duties that cannot be delegated: Art 716a CO, https://www.admin.ch/opc/fr/classified-compilation/19110009/index.html#a716

The general meeting of shareholders must be held once a year.

Why create an SA?

The SA is the legal form suitable for companies with significant capital needs.

Its complex, lengthy and expensive creation process means it is wise to work with a solicitor to facilitate the formation of your limited company.

Lasalle:

A limited liability company combines the characteristics of a general partnership and a joint stock company. This structure is commonly used by SMEs and family businesses.

Sàrl is established after registration in the Commercial Register, notarial certification of its foundation, drafting of articles of association, formation of a general meeting of shareholders and an auditor.

The legal requirement is an authorized capital of CHF 20,000, whether in cash or in kind. Each partner must contribute at least CHF 100 to this capital.

The start-up costs are cheaper than a limited company.

“Limited liability” only protects the partners in bankruptcy, but not the debts of the company.

Sàrl is subject to double taxation: both the net profit and the income of the partners are taxable.

cooperative

In a cooperative, natural and/or legal persons cooperate for the purposes of development and mutual economic assistance. Therefore, the profit of the company itself is not the goal. Farmers often form cooperatives.

Must be registered in the Commercial Register and draft regulations approved by the Constituent Assembly.

At least seven founders must manage a cooperative.

foundation

Use its assets for specific purposes. The constituent capital is at least CHF 50,000. The foundation was established following the enactment of the Foundations Act. By law, a notary must publicly authenticate it to verify its creation. The foundation must consist of a foundation committee and a review body.
Registration with the Commercial Register is also mandatory.
In addition, each foundation is subject to oversight by a public law corporation (federal, state or municipal) to ensure that the use of resources is linked to the purpose of the foundation.
The association’s legal form is strict: any modifications to its purposes and/or charter can only be approved by the supervisory authority.

association

It consists of at least 2 natural and/or legal persons and is for non-profit purposes. These individuals will work to achieve the goals of the association. Its establishment does not require any basic capital.
The association was created after a constitutional convention (in which the founders of the association were present) drafted and validated the charter. The Articles of Association set out the objects of the Association and its internal organization, and must constitute a General Assembly (all members of the Association) and a Committee consisting of a President, Secretary and Treasurer. The regulatory freedom determines the agency to amend the regulations and the method of decision-making.
The Association has legal personality from the date of its establishment.

Unless a non-profit association carries out commercial activities, it may choose to register with the Commercial Register.

We have reached the end of this informative article. The creation of a company and the choice of its legal form is an important moment for any entrepreneur. We understand that this process can be complex if guidance is required. However, there is no need to worry, it is crucial to hire a professional lawyer who will help you get out of this complicated process.

Lawrence supports you through every stage of building your company!