Founding a Swiss Ltd. made easy

Founding an Ltd. with Foundera - reliable and time-saving

There is a lot to do when founding an Ltd. in Switzerland. With Foundera, you have a partner at your side who will guide you step by step - from planning to company formation to the growth phase:

Cost certainty: A detailed, clearly structured start-up consultation with us will cost you CHF 699 excl. VAT if you want to found a Ltd. with a cash contribution. For a Ltd. with a contribution in kind, the entry price is CHF 1,199 excl. VAT - it depends on the exact scope.
Time savings: We know the steps you need to take for your Ltd and have a lot of experience in supporting founders. Thanks to these proven processes, you save a lot of time - time that you can invest in your newly founded company.
A reliable start: With Foundera, you can play it safe when founding an Ltd. With our proven start-up know-how as a basis, there is practically nothing standing in the way of your entrepreneurial success - you can also rely on our expertise during the growth phase.

We look forward to hearing from you and your business idea!

Checklist: How does the formation of an Ltd. work?

Setting up a Ltd. in Switzerland is not rocket science, that much is clear. Nevertheless, you should think about a few things in advance to ensure that you take a strategic approach to setting up your company.

1. The important preliminary considerations for the formation of a limited company

Minimum capital and liability:
If you want to found a public limited company, you need at least CHF 100,000 for your share capital. However, you can also deposit this amount as a so-called contribution in kind, for example with a property or a machine such as construction or cleaning machines, milling machines, tools or cars.

The advantage of this type of company is that as a shareholder you are only liable for your share of the share capital - unless you act negligently, for example. Then you are personally liable as the management. In principle, however, it is also possible for a Ltd. to have only one shareholder.

Good to know: You can also found your Ltd as a partly-liberated company. This means that you do not have to have paid up the entire share capital at the time of formation. To get started, it is sufficient to have paid up 20 %, but at least CHF 50,000.
Taxes, administration and accounting:
With an Ltd., taxes are due twice - the company pays tax on the net profit, while the shareholders have to pay tax on the dividend. This also applies to the share capital: the Ltd has to pay capital tax on the share capital, while the shares are taxed as private assets of the shareholder.

What's more, managing an Ltd. is not quite so simple, because in addition to the tax returns, minutes of the Board of Directors meetings are also due - even if no one else owns shares, and you are the sole member of the Board of Directors. You also have to convene a general meeting once a year. Bookkeeping is subject to the strict requirements of the Swiss Code of Obligations - you should think about which proven accounting specialists you can entrust with this important task before founding an Ltd.
Name and name change:
You should be very thorough on this point. Once the Ltd. has been founded, it is very time-consuming to change the name at a later date. For example, the general meeting must approve this change to the articles of association and the new name must be entered in the commercial register.

The name of your Ltd: Fantasy, surname or offer reference?

The good news first: there are few rules on how you have to name your Ltd. However, the name must not be misleading or offensive. You should also choose a name so that your Ltd cannot be confused with another company! However, you can come up with a fantasy name or add ‘Ltd’ to your surname.

Perhaps it makes sense to choose a name that relates to your offer and your region? Something like ‘Berner Immobilien Ltd’? In combination with your surname, you can create a unique company name such as ‘Maschinenbau Steiner Ltd’.

Another option would be to get help from advertising professionals - especially when it comes to a fantasy name. Foundera helps you to fulfil these requirements.

2. The formation costs of a Limited Company

Setting up a Ltd. involves extensive budget planning. To do this, you draw up a list of all the costs that may arise:

In the planning phase, for example, this includes the one-off Ltd. formation costs for the business plan or the advice from Foundera. Please don't forget the costs for entry in the commercial register, trade mark registration and notary fees or possible patent costs.
Good to know: If you found with Foundera, the costs for the notary's office are already included!
In the active phase, monthly costs are incurred, for example for marketing - from the website and brochures to business cards -, bookkeeping and accounting, which you are obliged to do under the Swiss Code of Obligations, IT and telephony, company cars, insurance and rent for the company premises.

When budgeting, you should be very precise and pay attention to the smallest details. This is the only way to find out how much you need to calculate in order to build your Ltd. sustainably and position it stably on the market. You can find more information on our financial plan website.

Would you like to found a Ltd. without a cash contribution?

That's no problem, because you can also make the contribution for the share capital via a property or your machinery. However, be aware that your Ltd. should have a certain amount of liquidity - i.e. liquid funds - even if it is founded with a contribution in kind. Foundera will be happy to help you set up an Ltd. with a contribution in kind.

3. The share capital and governing bodies of a Ltd. in Switzerland

Now you can determine the amount of share capital you need to found your Swiss Ltd. To do this, you determine how shares and benefits are to be divided between the shareholders.

A Ltd normally consists of various bodies such as a board of directors and the auditors, who are elected by the general meeting - i.e. the shareholders.

You must carry out an ordinary audit, which is carried out by an authorised auditor, if two of these three points apply to your Ltd:

The balance sheet total is higher than CHF 20 million
The sales revenue exceeds CHF 40 million
The Ltd has an annual average of more than 250 full-time employees.

A limited audit applies to all companies with an annual average of more than 10 full-time employees. The election of an auditor can only be waived for public limited companies to which the rules of the limited audit apply. However, this requires the consent of all shareholders. Such a waiver can be particularly attractive for newly founded public limited companies, as this step saves costs.

The Board of Directors consists of either a committee or an individual: it manages the business of the Ltd itself or delegates the management to third parties. Good to know: At least one member of the Board of Directors must be resident and registered in Switzerland.

The duties of the Board of Directors are clearly defined: It is responsible for the management of the company or delegates the management to a third party and recalls them if necessary. It is also responsible for preparing the annual reports, preparing the Annual General Meeting and implementing its resolutions. His duties also include, for example, the unpleasant task of informing the court of any over-indebtedness of the Ltd (see OR 725a).

4. The choice of bank

Regardless of whether you found a Ltd or a limited liability company (LLC), you need a capital contribution account at a bank. This special account is required to pay in your share capital of at least CHF 100,000.

Once your Ltd has been entered in the commercial register, this capital will be transferred to your Ltd's business account - you can dispose of these funds. The capital contribution account will be cancelled.

When choosing a bank, you should act prudently and pay attention to these points:

Some banks offer free capital contribution accounts - others charge high fees. Fees of around CHF 250 are common.
You can save a lot of time by opening an account online - but you can only increase your capital at a branch.
Some banks offer online 24/7 support if you want to apply for a loan, for example - others have fixed opening hours that you have to adhere to.

It is therefore best to analyse the offers of several banks and compare them directly in terms of account management and loan costs. Please don't forget to take a close look at the service too. The decision to rely entirely on online offers is probably a question of type - not every founder of a Ltd. is ready for this step. Foundera will also be happy to help you choose the right bank for your Ltd!

This is how much capital is actually required to form an Ltd.

You must pay in at least CHF 50,000 or cover it with a contribution in kind. If your share capital is higher than CHF 100,000, at least 20% must be paid in or covered by contributions in kind.

5. The founding resolutions, the Articles of Association and the Memorandum of Association

When founding a public limited company in Switzerland, you must define the founding resolutions and the articles of association of your public limited company. These include, for example:

The name and purpose of the company,
The registered office, the board of directors and, if applicable, the auditors,
The signatory authorisations,
The decision to dispense with or elect an auditor,
The Lex-Friedrich declaration,
The number of shares and the amount of share capital, and
The conditions under which general meetings are held.

You set out all this information and provisions in the articles of association of your Swiss Ltd. If you found with the support of Foundera, the articles of association and the founding documents are already included in the fixed price!

6. The founding meeting

In a public limited company, the board of directors organises and convenes the general meeting. This also applies to the first meeting, the founding meeting, which must take place before a notary. If you work with Foundera, we organise this meeting in your absence and you don't need to do anything else.

Good to know: Later, any person who owns more than 10 % of the Ltd's capital can also request the Board of Directors to convene a general meeting.

7. Entry in the commercial register

You can only open a bank account or sign contracts in the name of the company once you have been entered in the commercial register. This gives you the right to become active with your company. You can find the cantonal commercial register responsible for you here.

This entry in the commercial register also includes the signatures of the persons authorised to sign on behalf of your company. In the case of a public limited company, you will need the assistance of a notary to make the entry.

Important: All other changes that arise during the life cycle of your Ltd. must be entered in the commercial register via an amendment application. If you opt for Foundera's customised start-up support, we will also help you in such cases. So if your company relocates, changes its name or even its purpose and articles of association, you must notify the relevant commercial register office immediately.

8. The share register

As a public limited company, your company must keep a share register - regardless of whether the shares belong to just one person or several. The share register must contain the full names and addresses of all natural persons, legal entities or trading companies that own shares in your Ltd. or are beneficiaries of these shares.

9. Employees

The compensation funds are part of social insurance, old-age and survivors‘ insurance and disability insurance (OASI/DI). All employees, self-employed persons and persons not in gainful employment pay into these funds - and receive benefits from them in the event of an insured event.

Everyone who works for your Ltd - including yourself - must be registered there.

10. Value added tax

If your Ltd has an annual turnover of more than CHF 100,000, it is subject to VAT. You must then submit a quarterly VAT return to the Swiss Federal Tax Administration. Your accounting professionals should take on this task to ensure that you fulfil the strict requirements of the Swiss Code of Obligations. It may be advisable to register your Ltd. for VAT before the turnover limit of CHF 100,000 so that you can reclaim the input tax paid by the Ltd.

As you can see, there is a lot to consider. We will be happy to help you set up your Ltd.

FAQ ‘Founding a Ltd’: You ask, Foundera answers

Questions about the legal form of Ltd.

What does it cost to set up an Ltd. in Switzerland?

This question is not easy to answer because it depends, for example, on the size of your planned Ltd. For a Ltd. with share capital of CHF 100,000, you should plan for these costs:

The formation consultation: We at Foundera are at your side from the very beginning - a formation consultation costs CHF 699 excl. VAT for an Ltd. with cash contribution. Would you like to found with a contribution in kind? Then we start at CHF 1,199 excluding VAT. Depending on the effort involved, however, it can also be more expensive.
The costs for the notary's office: You can expect to pay between CHF 800 and CHF 2,500 for the notarisation of the articles of association. These prices are already included in our offers!

Entry in the commercial register: The fee is around CHF 600 for a share capital of CHF 100,000 - but the exact price depends on the canton in which you want to found your company.

More information about the Foundera offers

But these costs don't stop there: you need professional accounting, your business premises, IT and telephony as well as various insurances.

It's best to make a detailed list of all the costs you will incur in the first year during the planning phase. Don't forget items such as marketing or your employees!

What are the requirements for founding an Ltd?

You need money for the share capital of your Ltd - at least CHF 100,000. However, you only need to provide CHF 50,000 of this sum and can also use tangible assets such as property or machinery.

Are you planning a higher share capital of CHF 1 million, for example? Then you only need to deposit 20 % as an initial contribution, i.e. CHF 200,000.

In addition, at least one member of the Board of Directors of your Ltd. must be resident in Switzerland.

Of course, you also need a business idea. One that has a solid foundation and can survive on the market in the long term.

In addition, you need to observe a lot of formalities such as the correct organisation of the founding meeting or the registration of employees with the compensation funds.

Foundera is happy to help you, is at your side right from the start and accompanies you on your path to success. We will also support you if you are still looking for a suitable business idea.

Who is liable for the formation of an Ltd?

As long as your Ltd. is not yet entered in the commercial register, you may not conclude any transactions in its name. If you do, you will be personally liable for all activities prior to registration.

Founding a Swiss Ltd - with a practical checklist and FAQs