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  #101  
Old 04.04.2013, 14:04
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Re: How to set up your own company in CH

You have to put up the 20k.

A GmbH or AG/SA is the only way to prevent personal liability of an Einzelfirma (sole).

Insurance costs are not regulated by which form your company is, but from the insured amount.
JC
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  #102  
Old 04.04.2013, 14:58
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Re: How to set up your own company in CH

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A GmbH or AG/SA is the only way to prevent personal liability of an Einzelfirma (sole).
I was told that it is possible to have "nominees" for GmbH in order to protect the anonymity of the owners like in AG/AS... do you know how to set this up with "reasonable" costs? It is rare but possible and one needs sb very good to do it.

In case GmbH is to be transformed to AG / SA at a later stage, investors would rather put up CHF20K instead of CHF50K for SA but be able to benefit from anonymity
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  #103  
Old 04.04.2013, 15:05
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Re: How to set up your own company in CH

AFAIK, there is no way to anonymously own an official business in Switzerland.

Einzel/sole... it is in your name and must have your family name in the title.

GmbH... owners are listed in Handelsregister (business registry).

AG/SA... at least the board is listed in the Handelsregister. Share holders are not listed. So I guess share holders can be anonymous.

Can someone correct me here?

As for costs - my suggestion is always use your business accountant to set up the GmbH or AG/SA.
JC
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  #104  
Old 04.04.2013, 15:18
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Re: How to set up your own company in CH

That is correct, the shareholders are the only ones that can remain anonymous. And depending on the size of the share, it is still possible that they will have to be made known. A GmbH is the cheapest way to avoid direct personal liability. However this is also not absolute, in certain constellations the owners can still be liable with personal assets.
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  #105  
Old 04.04.2013, 15:48
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Re: How to set up your own company in CH

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That is correct, the shareholders are the only ones that can remain anonymous. And depending on the size of the share, it is still possible that they will have to be made known.
What kind of size or % of the company do they need to own as a rule of thum in order to remain anonymous? If they own 25% of the business is it enough?

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A GmbH is the cheapest way to avoid direct personal liability. However this is also not absolute, in certain constellations the owners can still be liable with personal assets.
This is new to me. In what constellations the owners can still be liable with personal assets??? Are these the same constellations for AG / AS??

So what is the best way to go in order to avoid personal liability??
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  #106  
Old 04.04.2013, 15:51
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Re: How to set up your own company in CH

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So what is the best way to go in order to avoid personal liability??
Contract as an employee with a large company where you are a number, not a name.
JC
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  #107  
Old 04.04.2013, 16:06
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Re: How to set up your own company in CH

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What kind of size or % of the company do they need to own as a rule of thum in order to remain anonymous? If they own 25% of the business is it enough?

There is no proper rule of thumb. But my experience has been under 20%. However by not remaining anonymous I mean that banks or the like will want disclosure - nothing on public record. (Sorry for being imprecise). This is mainly for risk assessment reasons and in order to avoid conflict of interest.


This is new to me. In what constellations the owners can still be liable with personal assets??? Are these the same constellations for AG / AS??

So what is the best way to go in order to avoid personal liability??
There are a few court cases where if the owners abuse there status for personal gain or in order to get out of paying creditors and it is abusive then they are liable with their personal assets (in German the word is "Durchgriff" I have mainly seen this with AG's though). This is an absolute worst case and not the norm, but still something to keep in mind.

The best way to avoid personal liability is an GmbH or AG, I am just saying (blame it on professional deformation) that there is no "absolute exclusion" of personal liability. Especially if a company goes bust.
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  #108  
Old 04.04.2013, 16:07
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Re: How to set up your own company in CH

Ooops sorry posted in the quote


What kind of size or % of the company do they need to own as a rule of thum in order to remain anonymous? If they own 25% of the business is it enough?

There is no proper rule of thumb. But my experience has been under 20%. However by not remaining anonymous I mean that banks or the like will want disclosure - nothing on public record. (Sorry for being imprecise). This is mainly for risk assessment reasons and in order to avoid conflict of interest.
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  #109  
Old 04.04.2013, 16:22
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Re: How to set up your own company in CH

All these comments about 20K are for GmbH. You don't need that for self-proprietorship - Einzelfirma. You're just personally responsible for everything.
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  #110  
Old 04.04.2013, 16:25
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Re: How to set up your own company in CH

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my experience has been under 20%. However by not remaining anonymous I mean that banks or the like will want disclosure - nothing on public record. (Sorry for being imprecise). This is mainly for risk assessment reasons and in order to avoid conflict of interest.
No problem with banks or other institutions knowing who the owners are. The issue is that investors do not want their personal details on public record for various reasons (e.g. some of them are in a very different line of business and they do not want others to confuse them e.g. a top doctor does not want to be associated with being in fashion business)
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  #111  
Old 04.04.2013, 16:54
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Re: How to set up your own company in CH

Then a GmbH will probably be the cheapest option - however in order to remain anonymous the owner will have to have someone represent him. With an AG this is not necessary, but an AG is pricier.
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  #112  
Old 04.04.2013, 17:54
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Re: How to set up your own company in CH

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There is no proper rule of thumb. But my experience has been under 20%. However by not remaining anonymous I mean that banks or the like will want disclosure - nothing on public record. (Sorry for being imprecise). This is mainly for risk assessment reasons and in order to avoid conflict of interest.
No problem with banks or other institutions knowing who the owners are. The issue is that investors do not want their personal details on public record for various reasons (e.g. some of them are in a very different line of business and they do not want others to confuse them e.g. a top doctor does not want to be associated with being in fashion business)
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  #113  
Old 05.04.2013, 15:52
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Re: How to set up your own company in CH

AG's were 200K. But in the case of both an AG or GmbH, you can withdraw that money as soon as the company is set up.

But going on from other comments, the OP was explicitly asking about a Company, NOT self employment. Being an Einzelfirma is not the same as having a registered GmbH or AG, and the rules governing each differ.

Just one piece of advice for the OP, if you do go down the GmbH route, and the company is in your name, if you cannot get work, you can not claim unemployment benefits.
Might be an idea to register it in someone else's name, and for you to be an employee, but then you will also need a leasing licence or "Bewilligung zum Personalverleih" available from Das Amt für Wirtshaft und Arbeit in your canton. Not sure of the fee, but details are here http://www.zh.ch/internet/volkswirts...rmittlung.html
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  #114  
Old 05.04.2013, 16:21
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These days AG's are around 50K - you can be an owner as well as an employee.

And AFAIK there is no need for a license for "Personalverleih" - that is only if you are a headhunter or have your employees working elsewhere (contracting).

Last edited by 3Wishes; 15.07.2014 at 16:29. Reason: merging successive posts
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  #115  
Old 05.04.2013, 18:26
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Re: How to set up your own company in CH

Of course you can be both owner/Director and employee, I didn't say you couldn't, but in those circumstances, and the worst case scenario of having no income, you will not have an entitlement to Arbeitslosenkasse. Been there, could not afford the T-Shirt!
But if the OP followed my suggestion to have it in someone elses name, he would need the Bewilligung zum Personalverleih, and he would be covered for that worst case scenario. Whetehr it is one person employed, or more.

Regarding the AG, you have to show you can lay your hands on 100K now, of which 50K you must deposit in the companys business account
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  #116  
Old 05.04.2013, 18:48
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Re: How to set up your own company in CH

isn't there any complications about the work permit? the OP is non-EU, and with B permit working at the moment. But if he switches from employee status to self-employed, will the permit still be valid and be prolonged? Can a non-EU set up a company, and acquire work permit based on that without a Swiss employer?
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  #117  
Old 05.04.2013, 20:00
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Founding an AG you can invest CHF 50'000 - no need to prove that you can get your hands on CHF 100'000.

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isn't there any complications about the work permit? the OP is non-EU, and with B permit working at the moment. But if he switches from employee status to self-employed, will the permit still be valid and be prolonged? Can a non-EU set up a company, and acquire work permit based on that without a Swiss employer?
Sorry my oversight - thought OP was EU. Yes there are complications. Under this link there is info in German: http://blog.startups.ch/gruendung-gmbh-auslaender/

Last edited by 3Wishes; 15.07.2014 at 16:30. Reason: merging successive posts
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  #118  
Old 12.07.2013, 19:31
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Re: How to set up your own company in CH

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You have to put up the 20k.

A GmbH or AG/SA is the only way to prevent personal liability of an Einzelfirma (sole).
If someone sets up AG or SA (Societe Anonyme) then the details of shareholders are kept private and are not public records. What about the need to have one signatory for the company registered with Commercial Registrar which is public records? If one of shareholders needs to be a signatory, then he looses his privacy which invalidates the purpose of having a Societe Anonyme. If non-shareholder is chosen as a signatory for the company, how much power do they have to sign on behalf of the company?? What are the risks?? How can directors/shareholders control this person? Can they sign any important documents on behalf of the company without the knowlegde of the shareholders? Do signatories need to be employees or directors of the company? Can someone be hired to be a signatory that can be trusted? Can an accounting or fiduciary firm do that? Will it become very expensive if lots of little checks and other small frequest contracts and documents need to be signed? What is the most common way that this is done esp for a company that is a start up and does not need to have employees at the very beginning without incurring big costs?

Does this mean that directors cannot sign any documents if they are not registered as signatory in commerical registrar?
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  #119  
Old 22.07.2013, 16:43
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Re: How to set up your own company in CH

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Then a GmbH will probably be the cheapest option - however in order to remain anonymous the owner will have to have someone represent him. With an AG this is not necessary, but an AG is pricier.
Do you know about this new regulations for GmbH and how this works:


With the new regulations for the GmbH beset in force, the company can be formed with one shareholder only. Theshareholder could then act as nominee and remain registered also for the shareshe sells to other shareholders.
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  #120  
Old 09.09.2013, 00:47
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Re: Starting a business in Switzerland.

Hello! A month ago I opened an online-shop with handmade jewelry (mostly bracelets from gemstons, want to expand it later). In January I gave the questionnarie with information about shop and myself (have permit B) to the Gemeinde and the man who consulted me told that everything is fine and I could open the shop. Now I received a letter from Socialvezicherungsanstalt, that they need a lot of additional documents, such as signed contracts with customers (but I send the orders by post), accounting data etc. But I have no ideas how should it looks like. Is there any special acconting book I can buy in a shop and fill in? Also the question is - if anybody has online shop here - what kind of invoices and receiptes you send to the customers? Thanx in advance! 07.02.2013 10:23
Hi Eva-Bach,
have you managed to get your questions answered? I am thinking to create an online shop too and I am just learning as much as I can about formalities... your experience would be a great help...
Also, did you prototype your idea before you went ahead with the whole business plan, registered etc? I mean, to see if the idea works in the market before investments and legal formalities are made.

Thanks!!
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