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Old 04.10.2016, 16:50
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Your own business

Hi everyone,

Because I got many times asked what kind of company is best/easiest/cheapest etc. to establish in Switzerland, Id like to give a short overview for the three main types: Einzelfirma (Sole proprietorship), GmbH (LLC) and AG (Ltd)

Starting Capital:
1) Einzelfirma: no requirements
2) GmbH: CHF 20000 (also possible as contribution in kind)
3) AG: CHF 100000 (also possible as contribution in kind)

Liability:
1) Einzelfirma: personal and unlimited
2) GmbH: limited to the capital
3) AG: limited to the capital

Company name:
1) Einzelfirma: must include the family name
2) GmbH: + the term GmbH, Ltd liab. Co
3) AG: + the term AG, Ltd

Number of people:
1) Einzelfirma: one person
2) GmbH: min. one person
3) AG: min. one shareholder

Audit:
1) Einzelfirma: not necessary
2) GmbH: necessary when employing more than 10 full-time employees in average
3) AG: necessary when employing more than 10 full-time employees in average

Tax return:
1) Einzelfirma: joint tax return with private declaration
2) GmbH: separate tax return
3) AG: separate tax return

Advantages:
1) Einzelfirma: capital reqirements / fewer regulations and insurance
2) GmbH: limited liability / low capital requirements (compared to AG)
3) AG: shares easily tradeable / anonymity of shareholders

Disadvantages:
1) Einzelfirma: personal liability / no unemployment insurance possible
2) GmbH: all partners mentioned in trade register / company law provisions / shares possible but not so easy transferable
3) AG: costs/capital
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Old 04.10.2016, 17:07
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Re: Your own business

For an AG, an audit is required irrespective the number of employees !

By the way, this has all been posted several times before, it's quite easy to find with a simple search !

You also forgot to mention a GmbH (Srl) costs about Chf 2'500.-- to set up which is notary fee and commune/cantonale taxes which is usually paid before the formation doxs are released by the notary, and the Chf 17'500.-- (approx) balance of the Chf 20'000.-- share capital you can spend as you wish on company business.

Effectively you need to put Chf 100k (AG / SA) or Chf 20k fro a GmbH/Srl up front in a blocked account but as soon as the company is open this capital is released.

You also forgot to mention that the share capital can also be partially put into the company in the form of assets, such as a car, IT system, office building or what ever else the Registre De Commerce deems acceptable in lieu of hard cash.

Usually you can only put upto 50% of the share capital in as assets, the other 50% minimum needs to be in cash.

Setting up a company with assets rather than cash costs a little more in fees as there is slightly more work involved usually.
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Old 04.10.2016, 17:14
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Re: Your own business

"You also forgot to mention that the share capital can also be partially put into the company in the form of assets, such as a car, IT system, office building or what ever else the Registre De Commerce deems acceptable in lieu of hard cash."

Thats completely true, but will cost you additional money, starting normally at 1'000 extra for an certified auditor, but usually much more. Give a contribution in kind as property will also have tax implications and other fees.

"Effectively you need to put Chf 100k (AG / SA) or Chf 20k fro a GmbH/Srl up front in a blocked account but as soon as the company is open this capital is released"

Sure, but it should not be released to the founder as it's the company's money. A transfer back to your own account is forbidden by law.
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Old 04.10.2016, 17:57
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Re: Your own business

1) Yes it will cost extra, as i mentioned in my post, it is rarely as much as Chf 1k though, it all depends what is put in at what value, if it's reasonable, the cost is minimal.

2) The money is released to the company to be spent "as you wish on company business"

I think my post was clear in both of these points if you read it.
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Old 04.10.2016, 18:16
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Re: Your own business

and for a AG, no audit is required for a smaller company - i'm pretty sure as i work as auditor
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Old 04.10.2016, 18:47
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Re: Your own business

Quote:
View Post
and for a AG, no audit is required for a smaller company - i'm pretty sure as i work as auditor
That's correct. Depending on the size of the AG and the Board's decision, an AG can be subject to:
1) Ordinary audit
2) Limited audit
3) No audit

See link for details:

http://www.aktiengesellschaft.ch/rev...visionspflicht
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