Setting up a Sàrl
What you need, and in what order
The most common form for a small business in Switzerland: a Sàrl in French, a GmbH in German, a limited liability company in English. Liability limited to the capital, a modest minimum capital and simple governance rules. In return, the owners are named in the commercial register.
On this page
What you need
An available company name
The company name must be distinguishable from those already registered and comply with the rules on business names. This is checked before anything else, because a refusal at this stage would mean starting the procedure again.
Paid-up capital
The law sets a minimum share capital of CHF 20,000, which must be paid in full at incorporation, into a blocked account opened for the purpose.
Source: art. 773(1) CO
Articles of association
They set the purpose, the registered office, the capital and the operating rules. It is advisable to draft the purpose broadly: changing it later requires a shareholders' resolution and a new entry in the register.
A registered office
An address in Switzerland, which can be your premises or a domiciliation.
At least one person who can sign on behalf of the company
Resident in Switzerland.
How it works
Name check and reservation
, with the commercial register of the canton of seat.
Opening the blocked account and paying in the capital.
The bank issues a confirmation, which forms part of the file.
Drafting the articles and the incorporation documents.
Articles, deed of incorporation, the managing officers' acceptance of office, the Stampa declaration and the Lex Friedrich declaration where required.
The notary appointment.
A Sàrl's incorporation deed is a public deed. We prepare the file and coordinate the appointment; we do not act as notary.
Entry in the commercial register
, followed through to publication in the Swiss Official Gazette of Commerce.
Getting started.
Releasing the blocked account, registration with the social insurance funds, VAT registration if you are liable, opening the accounts.
What starts the day it exists
A registered company keeps full accounts, files a tax return, registers its employees with the social insurance funds and holds a shareholders' meeting every year.
Taken one at a time, these obligations are modest, but they add up. This is why most of our company formation engagements continue as bookkeeping engagements.
Sàrl or SA, if you are still unsure
Both limit your liability to the capital. They differ mainly in the capital required, whether the owners are named and the formalities involved.
Preparing the incorporation of your Sàrl
Let us know the activity, the number of owners and the canton. We will tell you what you need to gather and how our fees are set.