Four questions come before the choice of form. Your answers show which criteria in the comparison weigh most in your case.
How much risk are you prepared to carry personally?
It is often the first criterion, and the legal form answers it directly: it is the first row of the comparison below.
Are you starting alone or with partners?
Bringing in a partner later remains possible, but not in the same way for every form: a Sàrl or an SA takes them into its capital, while a sole proprietorship, which has a single owner, has to give way to another form.
What turnover do you expect?
Your income level determines whether it is worth balancing salary against dividends, an option only available in a company. It also governs several obligations, VAT among them, covered in the questions further down.
Do your clients expect a particular form?
Some clients, public bodies and institutions in particular, require a corporate form. This criterion is driven by the market rather than by the law, and it can settle the choice on its own.
02
Which legal form?
Three forms cover almost every situation in Switzerland. They differ on four points:
Activity, owners, capital, registered office and first-year objectives: together, they determine the legal form best suited to your situation.
Preparing the incorporation documents
The articles of association and other required documents are drawn up to fit the chosen structure and your project.
Arranging the notary appointment
A Sàrl or an SA must be incorporated by public deed. Everything the notary needs is prepared beforehand, so that the appointment runs smoothly.
Following the commercial register filing
The registration file is prepared and the procedure followed through to registration and publication.
04
What begins after formation
Incorporation is not the longest step. Registration opens another phase, and we get it running with you.
At the start
Social security affiliations, VAT registration if you are liable, opening the accounts, business insurance, and the first payslip if you pay one.
During the first year
Returns, instalments, first year-end and first tax filing. This first year shows whether the decisions made before formation were the right ones.
05
Points often underestimated
Social security registration
It is up to you to register, and late registration is regularised with back contributions.
The VAT accounting method
For a business that is liable, it is chosen at VAT registration, before the first return.
Pension provision
In a sole proprietorship, occupational pension cover is not compulsory. Voluntary cover or a third-pillar plan is best arranged from the start, rather than on the day the cover becomes necessary.
06
After formation: changing the company
A company is formed once, then changes as its business does. Every change is entered in the commercial register, which, like the articles, has to reflect the company's actual situation.
Changing the capital
Increasing or reducing the capital, or paying up the balance of partly paid capital. An increase rests on a resolution of the shareholders or the general meeting, a report and, in some cases, an auditor's confirmation.
Changing officers or signing authority
Appointment or resignation of a managing officer or a director, a change to the signing arrangements, appointing a statutory auditor or opting out of one.
Changing the registered office, purpose or business name
A new address in the same municipality and a move to another municipality or canton follow different procedures. The purpose and the business name are set in the articles, so changing them requires a shareholders' resolution.
What requires a notary
Amending the articles generally requires a public deed; a change that leaves them untouched is registered on a simple filing. We first establish which case applies, then prepare the file, arrange the notary appointment where one is needed and follow the registration through.
Any amendment to the articles (art. 647 and 780 CO)
Such as purpose
Name
Registered office
Capital; dissolution by resolution (art. 736 and 821 CO); merger
Demerger and conversion (art. 20, 44 and 65 Merger Act)
The share or quota register, minutes of the annual general meeting, including for a single-shareholder company, and beneficial ownership notifications, which have been reported to the federal transparency register since 1 October 2026.
from 25% of capital or votes: the shareholder notifies the company within one month; the company identifies the beneficial owner and reports to the federal transparency register within one monthSource: art. 4, 9, 10 and 13 LTPM (Transparency of Legal Entities Act) · checked on 27 September 2026
Dissolution, liquidation and deletion
A company does not disappear when it stops trading: as long as it is registered, its obligations remain. Dissolution is followed by liquidation, then by deletion from the commercial register.
07
Common questions
Can a Sàrl or an SA be founded by one person?
Yes, a Sàrl and an SA can both be founded by a single person. The capital of a Sàrl is fully paid up at formation. An SA may pay up only part of its capital: CHF 100,000 share capital, with at least 20% of each share's nominal value and at least CHF 50,000 paid up at incorporation.Source: art. 621(1) and 632 CO · checked on 27 September 2026
Can I set up a company in Switzerland as a foreign national or cross-border commuter?
Yes. The rule concerns residence, not nationality: an SA or a Sàrl must be able to be represented by a person resident in Switzerland who is a board member, managing director or officer. Setting up a company does not give you any right to live or work here. An EU or EFTA national who genuinely works as self-employed in Switzerland receives a five-year B permit, or a five-year cross-border G permit if they remain resident in an EU or EFTA state (SEM). For other nationals, admission as self-employed requires, among other conditions, that it serve the country's economic interests.Source: art. 718 and 814 CO ; art. 19 LEI / AIG
Can I set up my company while still employed elsewhere?
Yes, the law does not prohibit it. For as long as your contract runs, however, you must not compete with your employer or use its confidential information. Check your contract: it may require you to report side activities, or contain a post-employment non-compete clause, valid only if it is in writing and reasonably limited in place, time and type of business.Source: art. 321a CO ; art. 340 and 340a CO
Can I withdraw my occupational pension (2nd pillar) to start my business?
The law allows your vested benefits to be paid out in cash when you become self-employed and are no longer subject to mandatory occupational pension cover. If you are married or in a registered partnership, your spouse's or partner's written consent is required. According to the Federal SME Portal, the withdrawal must take place within one year of becoming self-employed at the latest. If you become an employee of your own Sàrl or SA, you will normally remain insured with a pension fund, which closes off this route: have your situation checked before you incorporate.Source: art. 5 LFLP / FZG
Can I change my business's legal form later?
Yes, but the procedure depends on where you start. A Sàrl can convert into an SA, or the reverse, and its legal relationships remain unchanged. A sole proprietorship is not converted within the meaning of the law: if it is entered in the commercial register, its assets and liabilities can be transferred to a new Sàrl or SA. In both cases, the tax consequences are clarified before the transaction takes place.Source: art. 53 and 54 LFus / FusG ; art. 69 LFus
When must my company register for VAT?
Any business with its registered office in Switzerland is in principle liable from the start of its activity. It is exempt as long as its turnover stays below the threshold: CHF 100,000 of worldwide annual turnover (CHF 250,000 for volunteer-run sports or cultural associations and public utility institutions); certain foreign businesses supplying only specific services in Switzerland are exempt; voluntary registration is possible. The exemption ends as soon as the threshold is reached in the last financial year, or as soon as it can be expected to be exceeded within twelve months of starting. The business then registers in writing with the Federal Tax Administration within thirty days. It may also register voluntarily, for at least one tax period.Source: Art. 10 para. 2 and Art. 11 VAT Act ; art. 14 and 66 VAT Act · checked on 27 September 2026
How do I choose my company's name?
A Sàrl or an SA freely chooses its business name, which must state its legal form. The name must be truthful, not misleading, and clearly distinguishable from names already registered in Switzerland. A first check can be run on zefix.ch, the central index of business names. For a sole proprietorship, your surname must appear in the name, with no addition suggesting a company.Source: art. 944, 950 and 951 CO ; art. 945 CO
How long does it take to set up a Sàrl or an SA?
It depends mainly on how well the file is prepared: no official timeframe is published. The cash capital must be deposited in a blocked account in the company's name before the deed of incorporation is signed. The company exists from its entry in the commercial register, and the entry takes effect on publication in the Swiss Official Gazette of Commerce.Source: art. 629, 633, 643, 777 and 936a CO
When do I have to start keeping accounts?
A Sàrl or an SA must keep full accounts and prepare annual financial statements from incorporation. A sole proprietorship or a partnership only has to do so above a threshold; below it, that is with sales revenue below CHF 500,000 in the last financial year, for sole proprietorships and partnerships; legal entities always keep full accounts, accounts of income, expenditure and assets are sufficient. Books and supporting documents are kept for ten years. The lower threshold often quoted concerns something else: entry in the commercial register, compulsory from revenue of at least CHF 100,000 in the previous financial year.Source: art. 957 CO ; art. 931(1) CO ; art. 958f CO · checked on 27 September 2026
Preparing your company formation
The legal form is settled before the articles are signed: once they are, changing it means a conversion.
