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Old 07.01.2009, 19:27
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Setting up GmbH

Hi,
I recently moved to CH and set up as an Einzelfirma. I am now ready to start scaling my business (and reducing liability) and therefore want to set up a GmbH.

I have read notes from www.gruenden.ch which are helpful.

However, I still don't fully understand all the costs coming my way with a GmbH. Obviously want to keep costs to absolute minimum whilst starting out. Any comments would be appreciated.

As far as I can make out:-
1. I need to pay CHF20k as start-up capital e.g. cash or asset e.g. car+cash. I can use this money to manage the business.
2. If I do Statutes myself using templates etc, I can probably do Notar + Handelsregister for <CHF2k
3. I need to hire a book keeper (not sure what this will be per month with just a few invoices and 1 employee to start out)
4. Column 1: AHV - now I pay 50% and the gmbH 50% instead of 100% employee costs as an Einzelfirma
5. Column 2: pension. No idea what this costs. Also read that i need accident and sickness insurance. Do I sign up with a private provider who can offer me everything? Any idea who is best (Zurich, Winterthur etc)?
6. Column 3: additional pension contributions. Can probably skip this until I get going. I assume provider or column 2 will have an offer here as well.

Any other major costs missed out?

Thanks in advance.

Martin
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Old 07.01.2009, 19:37
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Re: Setting up GmbH

I'll try my best to help you out Martin. I am answering on my
experiences and what I have learned along the way. I, too, have an
Einzelfirma and have looked into GmbH a while back.

1. That is the Gmbh Light... 20k capital. Most start that way these days.
Earlier 100k was necessary. Yes, that stays in the company.
2. Probably...
3. Not that much. I pay out 2500 a year plus MwSt for me, myself and I
with less than one binder of in and out invoices per quarter.
4. As GmbH you are an employee. Not the same with Einzelfirma. You
still pay 100% either way
5. Check with the branch you work in. I found a good one that runs me
over 700 per month, again 100%. Insurances are a must, my suggestion
is to find an independent insurance handler, one that offers
bookkeeping and accounting in their list of services. Get one company to
handle the finances and insurances. Reason is, they have to talk to each
other anyway with regards to your income and insured value, etc.
6. That can wait. There are advantages to being self employed, you can
put more into this fund per year, well over the 6k+ maximum that is
allowed for employed persons.

So, if I am wrong, sorry. Someone will surely correct me if so Good
luck, keep us informed and share your experiences with the rest of us.
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Old 07.01.2009, 21:42
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Re: Setting up GmbH

Many thanks for your helpful comments. Martin
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Old 10.01.2009, 14:01
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Re: Setting up GmbH

What if someone fails with his own GmbH ? Is it possible to claim social benefits ?
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Old 10.01.2009, 17:49
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Re: Setting up GmbH

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What if someone fails with his own GmbH ? Is it possible to claim social benefits ?
Hmmm.... Well, to be honest, that is not the name of the game! Try NOT
to fail

Otherwise, I truly do not know.
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Old 11.01.2009, 01:26
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Re: Setting up GmbH

Yes you do get social benefits as a gmbh. Unlike to an "Einzelunternehmung" on a gmbh you are employed from the company. So when the gmbh fail you receive unemployment help as all other emploies do and you will not get bankrupt in privat but only on the company.

The opposit on the deal is, that you will pay two times taxes. One time on the benefit of the gmbh as a company and a secont time as income for you as a privat person.
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Old 16.02.2009, 15:46
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Re: Setting up GmbH

Hello,
Me again.
I have found a website where I have downloaded "Muster Statuten" for my GmbH formation. I met with the local Notar who spent 30 mins explaining the first few sentences of the Statuten, which were perfectly self-explanatory.

He is quoting around CHF 2k to do all the Notar work.

Surely if I am supplying him with the Statuten pre-filled, there is minimal work from his side i.e. sending it to Handelsregister to pre-check it and then creating and signing the documents? I already have the confirmation from my bank regarding the CHF20k start-up capital.

What should this be costing? Any experience here?

Thanks,
Martin
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Old 16.02.2009, 15:57
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Re: Setting up GmbH

It seems to vary substantially between cantons how the Notaries work. In Canton Zürich you basically can do all the setting up for free yourself with the help of the Notary and you only pay the standard fees to the Notary.

In other Cantons, the Notaries are outsourced to private lawyers and thus, I would assume they charge for their services as would any other lawyer.

If we assume you're in a Canton with the second type of system, 2 KCHF seems like a fair amount to do the admin work if you involve him. As you say though, most is self-explanatory so you could probably try to do it all yourself and see if you get it right. There is of course a risk then that it ends up more expensive in the end. If you go for "do-it-yourself" make sure you agree with the Notary to send in all the papers before you have the appointment to go there and sign.

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Hello,
Me again.
I have found a website where I have downloaded "Muster Statuten" for my GmbH formation. I met with the local Notar who spent 30 mins explaining the first few sentences of the Statuten, which were perfectly self-explanatory.

He is quoting around CHF 2k to do all the Notar work.

Surely if I am supplying him with the Statuten pre-filled, there is minimal work from his side i.e. sending it to Handelsregister to pre-check it and then creating and signing the documents? I already have the confirmation from my bank regarding the CHF20k start-up capital.

What should this be costing? Any experience here?

Thanks,
Martin
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Old 16.02.2009, 17:52
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Re: Setting up GmbH

Thanks for this helpful post.

Yes, that would explain it, as it is a private lawyer who is also a notary (hence the slightly higher price).

Still I guess it could save me money down the line by using a lawyer.
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Old 16.02.2009, 20:01
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Re: Setting up GmbH

I also think that 2K is fair from the Notar - We payed about the seam amount when we founded the awewa gmbh.

For the "Handelsregister calculate about another CHF 800.-- to CHF 1 400.--

So the overall cost will be about 3 to 3.5K

I wish you a good start with your company
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Old 17.02.2009, 09:54
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Re: Setting up GmbH

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Yes you do get social benefits as a gmbh. Unlike to an "Einzelunternehmung" on a gmbh you are employed from the company. So when the gmbh fail you receive unemployment help as all other emploies do and you will not get bankrupt in privat but only on the company.

The opposit on the deal is, that you will pay two times taxes. One time on the benefit of the gmbh as a company and a secont time as income for you as a privat person.
Not actually true on two points:

Company owners do not get unemplyment benefits - even though as employees they pay the insurances - unfair but true.

As the owner of a failed company the tax and AHV authorities can come after you for anything owed by the company.
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Old 17.02.2009, 10:04
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Re: Setting up GmbH

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Not actually true on two points:

Company owners do not get unemplyment benefits - even though as employees they pay the insurances - unfair but true.

As the owner of a failed company the tax and AHV authorities can come after you for anything owed by the company.
that doesn't make much sense... what else does the 'limited' in limited liability mean if they can come after you pesonally for the company's debts?
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Old 17.02.2009, 10:10
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Re: Setting up GmbH

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that doesn't make much sense... what else does the 'limited' in limited liability mean if they can come after you pesonally for the company's debts?
You have some protection from everyone else but not tax and/or AHV - also forgot to add MwsT to the list.
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Old 17.02.2009, 12:58
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Re: Setting up GmbH

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Not actually true on two points:

Company owners do not get unemplyment benefits - even though as employees they pay the insurances - unfair but true.

As the owner of a failed company the tax and AHV authorities can come after you for anything owed by the company.
I just checked the first point on "treffpunkt-arbeit.ch" You are right there is written, that no unemployment benefits are given to company owners and management. I don’t know if this has changed in the past 3.5 years. I had then contact to the RAV as I was close to the situation being unemployed and being owner and manager of a gmbh. At that time I received the information that I must be out of the "Handelsregister" and then I would qualify for unemployment benefits.

On point two - I know about this. But my information is, that this is only possible if there where big management mistakes, owner or management took out to much money from the company or under the regulation of "ungetreue Geschäftsführung"?
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Old 17.02.2009, 13:06
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Re: Setting up GmbH

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I just checked the first point on "treffpunkt-arbeit.ch" You are right there is written, that no unemployment benefits are given to company owners and management. I don’t know if this has changed in the past 3.5 years. I had then contact to the RAV as I was close to the situation being unemployed and being owner and manager of a gmbh. At that time I received the information that I must be out of the "Handelsregister" and then I would qualify for unemployment benefits.


Yes, if you can find someone to be the owner then they can sack you and you get normal benefits - mad isn't it .

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On point two - I know about this. But my information is, that this is only possible if there where big management mistakes, owner or management took out to much money from the company or under the regulation of "ungetreue Geschäftsführung"?
Not paying your taxes, AHV, or MwsT comes under that .
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Old 17.02.2009, 13:41
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Re: Setting up GmbH

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Yes, if you can find someone to be the owner then they can sack you and you get normal benefits - mad isn't it .
That's one reason why offshore trusts, LLCs and people like this (http://www.ils-world.com/) exist...
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Old 10.08.2009, 03:11
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Re: Setting up GmbH

Not sure if anyone is still on this thread, but would really appreciate if any of you could shed some light on my sistuation.

I am non-EU, married to a Swiss, have B permit. My US employer has offered to let me work from home in Zurich but unwilling to pay the social security after finding out the employer contribution is much higher than that in US. So I am thinking about set up as sole-trader or Gmbh.


My questions are:

1.The tax accountant we talked to in Zurich recommended Gmbh and cited 5K for booking keeping,3k tax administration per year and 2k for other expenses per year. Does that sound high? I am a CPA in US, but not familiar with Swiss tax law, can I act as my own book keeper?

2. Can I be set up as a sole-trader as it is only going to be myself and charge my US employer on a monthly basis, pay employer as well as employee contributions.


Thanks very much in advance!
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Old 10.08.2009, 18:30
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Re: Setting up GmbH

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Not sure if anyone is still on this thread, but would really appreciate if any of you could shed some light on my sistuation.

I am non-EU, married to a Swiss, have B permit. My US employer has offered to let me work from home in Zurich but unwilling to pay the social security after finding out the employer contribution is much higher than that in US. So I am thinking about set up as sole-trader or Gmbh.


My questions are:

1.The tax accountant we talked to in Zurich recommended Gmbh and cited 5K for booking keeping,3k tax administration per year and 2k for other expenses per year. Does that sound high? I am a CPA in US, but not familiar with Swiss tax law, can I act as my own book keeper?

2. Can I be set up as a sole-trader as it is only going to be myself and charge my US employer on a monthly basis, pay employer as well as employee contributions.


Thanks very much in advance!
Accounting: Even amateurs like I can do the accounting using simple software. You as a CPA will find it ridiculously simple to do the book keeping.

Soc-sec: Register with the AHV as self-employed. You are then entitled to lower rates, albeit not eligible for unemployment insurance:

VAT: If you annual billings exceed 75k, then you are liable. You must register and pass on 6% of your billings.

Tax: You will be taxed along with your husband. The GmbH is taxed, too.
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Old 11.08.2009, 04:17
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Re: Setting up GmbH

Thanks very much!
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Old 11.08.2009, 10:21
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Re: Setting up GmbH

Maybe I've deleted a thread about GmbH owner's liabilities too quickly, because I've found partially contradicting information.

First, the Swiss SMB portal (national languages) mentions at least the possibility to increase the holder's liabilities by designing the bylaws accordingly:

Quote:
The term Limited Liability Company is somewhat misleading because the holder's liabilities for debt are unlimited. In the bylaws, the holders can be obligated to make subsequent payments.
So are GmbH bylaws usually crafted to avoid this?

Second, this website (German, chapter 2 and 3) mentions a liability difference to incorporations with consequences for the GmbH if specific holders can't pay unrelated debts - the other way around, so to speak:

Quote:
Executive holders are subject to bankruptcy Betreibung/poursuite, also for private liabilities, and thus exposed to the maximal rigor of law.

I'm not sure how relevant these points are but wonder if there are other "bootnotes" worth mentioning?
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