Founding a limited liability company in Switzerland: Information, tips, checklist and more

How do you go about founding an LLC? What do you need to open an LLC in Switzerland? What costs are involved in setting up an LLC? How much start-up capital do you need? Here you will find answers and the process of founding an LLC.

The nominal capital for founding an LLC

First of all, you need the legally prescribed minimum share capital of CHF 20,000. This is the nominal capital, which is there to fulfil the claims of potential creditors. It does not necessarily have to be raised in the form of cash contributions - alternatively, contributions in kind such as real estate or machinery are also possible. This means you could found an LLC without cash.

Further costs when founding an LLC in Switzerland

In addition, there are further costs when founding an LLC, such as

• Notary fees (between CHF 500 and CHF 2,000),
• Consultancy fees,
• the fee for entry in the commercial register (CHF 600 to 800),
• costs for the capital contribution account,
• the certification of signatures and
• in the case of a non-cash contribution, the non-cash contribution audit.

If the starting capital is over CHF 1,000,000, there is also the issue tax. This amounts to 1% of the nominal capital.

Foundera tip: Advice and support when founding an LLC

We recommend founding an LLC together with Foundera as a strong and experienced partner. With us, this costs CHF 699 excl. VAT (founding a LLC with a cash contribution) or from CHF 1,199 excl. VAT (founding a LLC with a contribution in kind) including advice, a notary for founding the LLC, checking the entry in the commercial register and semi-annual check-ins on business development during the first two years. In other words: We take care of everything, and you save money in the process.

With Foundera, founding your LLC online is very straightforward. It starts with the foundation form, which you fill out and on the basis of which we conduct a free foundation meeting with you.

You can also confirm and pay for our customised offer with just a few clicks. We will then compile the complete foundation documents for you and send them to you by post for you to sign. As soon as we have received them back, we will forward the documents to our notary for public notarisation. The notary will then register the company in the commercial register.

As you can see, almost everything works online or by post.

Foundera is there for you when it comes to founding your LLC

We specialise in providing optimal support for founders of LLCs in Switzerland. We know the laws, the processes, the responsibilities, the conditions, the advantages and disadvantages of the different legal forms and much more.

And we know that entrepreneurs have thousands of questions during this phase, which we are of course happy to answer competently. What else do the companies that we have supported during the start-up phase appreciate about us? Above all, the following four plus points:

Simple

You get to your goal without any detours: We make the formation of your LLC as easy as possible. We ensure this with our experience, our knowledge and our services.

Personal

As the founder of an LLC, you will have a contact person with a lot of experience in self-employment who will guide you through the entire process. This creates a relationship of trust and a genuine partnership. 

Economical

Our fixed consultation fee gives you financial security. The costs for the notary's office are already included. You also save a lot of time and effort.

Holistic

Our advice begins with a review of the company name and continues with comprehensive information on the rights and obligations of entrepreneurship through to accounting, finance, insurance and more.

Flexible

Regardless of whether you want to raise the nominal capital as a cash contribution or a contribution in kind when founding your LLC - we are experienced in both variants and can support you in either case.

Background knowledge: The executive bodies of the LLC

As already mentioned, an LLC is a limited liability company. You can open it alone or together with others. The formation requires the deposit of nominal capital of at least CHF 20,000.

So far, so good. But what about the so-called ‘organs of the LLC’? What is the role of the shareholders' meeting and what is the role of the management? And does your LLC need an auditor?

When we accompany your formation, we discuss all these details with you. We take the time to organise your company sensibly and put it on a stable foundation. Here are a few important facts at a glance:

The shareholders' meeting

The most important body of the LLC is the shareholders' meeting. It

• determines the articles of association,
• approves the annual report,
• appoints the management and
• determines how the profits or losses generated by the company are to be utilised.

If you have founded a one-person LLC, the company meeting consists only of yourself. You then make all decisions alone and are responsible for everything.

The management

As a rule, all shareholders form the management together. However, it is also possible to entrust a third party who is not a shareholder with this task. Any natural person over the age of 18 can take over the management of the company. Although residence in Switzerland is not mandatory, every Swiss LLC must be able to be represented by a person who is resident in Switzerland.

The auditors

The task of the auditors is to check the company's accounts. It is an independent, certified body that is responsible for the accuracy of the accounts and prepares a corresponding report for the company meeting.

Companies - including limited liability companies - are subject to auditing, but only on condition that they employ more than ten full-time employees on an annual average. Apprentices are not counted here. In addition, thresholds apply with regard to the balance sheet total and sales revenue.

Micro-enterprises do not need their own auditors, but are audited by an external auditor. Newly founded companies usually do not need an auditor because they do not reach the number of employees and the thresholds.

You are largely free to choose a name for your LLC, similar to the formation of a Ltd. However, the addition ‘LLC’ or ‘Limited Liability Company’ must be included. The only restriction is that the name must not be misleading or offensive. For example, it would be misleading if you are a cabinetmaker, but the company name says ‘butcher's shop’. There must also be no risk of confusion with a competitor's company. This aspect is also part of the advice provided by Foundera's start-up experts.

Let's assume, for example, that you are opening a carpentry business and your name is Müller. If you were to found a sole proprietorship, your surname would have to be included in the company name - for example, Carpentry Müller. Of course, this is also possible with a limited liability company: you could simply call it Müller LLC or Carpentry Müller LLC.

You also have many other options with an LLC. For example, you can choose a fantasy name such as CarpentryM LLC or Build a Table LLC. Foreign languages are also possible - such as Wooden Wonders LLC. Or you can combine your family name with a term related to your business, such as WoodLove Müller LLC or Wood Müller LLC.

The name you finally decide on will be entered in the commercial register and can therefore be freely viewed. This also means that it is automatically protected throughout Switzerland. We therefore recommend that you take a close look at the names of your competitors. Then you can see how you can best differentiate yourself.

Important: In Switzerland, it is mandatory to use the designation "GmbH" or "Gesellschaft mit beschränkter Haftung" when registering a limited liability company in the commercial register. It is not permissible to use terms like "LLC" or "Limited Liability Company" as they are not recognized under Swiss law. However, in the French-speaking regions of Switzerland, you can use the equivalent terms "SARL" or "Société à responsabilité limitée" instead of "GmbH" or "Gesellschaft mit beschränkter Haftung." These terms are officially recognized and must be used accordingly, depending on the language region.

Sometimes the company name is also identical to the brand name of the products that this company manufactures. However, there is a legal difference between the company name and the brand name. For example, if you have chosen the company name Wooden Wonders LLC, this designates your joinery - the addition of LLC is mandatory. However, the brand name with which you appear externally (e.g. on your website or in the shop window) could simply be Wooden Wonders, without this addition. Important: Only your company name is protected by the entry in the commercial register. It does not protect word or figurative marks. You must have these checked and protected separately. The commercial register therefore does not guarantee that you can also use this name to advertise as a brand.

Checklist: founding an LLC in 8 steps

Founding an LLC in Switzerland has never been so easy: With this checklist for founding an LLC, we show you how to get there in eight steps with Foundera. And how we can continue to support you on your path to success afterward.

Step 1: Get informed

You can find all the important information on our planning page. From generating business ideas and information about business models to financial planning and marketing.

Step 2: Enter your start-up information and arrange a free initial consultation

Simply fill out our form - we will then offer you a free initial consultation. If you would then like to continue your start-up journey with us, we will provide you with a personalised quote based on this meeting. You will receive all the important information from us and can confirm and pay for the start-up and further advice with just a few clicks.

Step 3: Pay for the quote and confirm your details

Using another checklist, you and we will collate all the relevant information. For example, the co-founders, nominal capital, etc.

Step 4: Sign the incorporation documents

Once we have prepared your founding documents, we will send them to you so that you can sign them and send them back to us.

Step 5: Open a capital contribution account

You open a capital contribution account for your nominal capital at a bank of your choice. We can also recommend a suitable bank for you. Once you have paid in the required founding capital, the bank will confirm receipt of payment. We need the original confirmation of payment.

Step 6: Public notarisation

As soon as we have received all the documents from you, we will send them to our notary's office for notarisation. This can take up to three days. As soon as this step has been completed, the notary will send the documents to the relevant commercial register office.

Step 7: Register in the commercial register

Our notary takes care of this step. Once the documents are on their way to the commercial register office, it takes around three to fifteen days for your company to be entered in the commercial register.

Step 8: Celebrate!

We will inform you as soon as your company has been entered in the commercial register. This makes the foundation of your company official. Congratulations! If that's not a reason to celebrate!

The further prospects...

We will continue to be there for you even after your company has been founded: over the next two years, we will contact you every six months to find out how your company is doing.