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Limited liability company

LLC - Limited liability company

Setting up a limited liability company (LLC) in Switzerland is not complicated. The simplicity of the incorporation requirements and the low share capital make it an appropriate vehicle for a variety of activities.

Table of contents

What is a limited liability company?

In Switzerland, a LLC is a limited liability company. This type of company is not as popular as a corporation in Switzerland, but the registration and administration of a LLC in Switzerland is quite simple.

Choice of company name

Every Swiss company must choose a corporate name. As a general rule, entrepreneurs are free to choose a company name, as long as it complies with the specific rules.

In the case of companies operating as branches, there is an exemption in this respect, as the Swiss branch must have the same business name as the parent company.

First, a Swiss LLC must include the abbreviation "LLC" in its business name

Second, the company name must be unique nationally.

For check availability of the name, you can visit the official website Zefix.ch and confirm the availability of the name you want.

The company name can be formed in any language using the Latin alphabet.

Minimum share capital Sàrl in Switzerland

The minimum capital required to open a limited liability company in Switzerland or a Ltd is 20,000 CHF. This capital is divided into "Company Shares".

Each share has a par value, which may not be less than CHF 1.

The share capital may be deposited by a single shareholder, in which case the founder will have full ownership of the company, or by several shareholders.

How many people are needed to set up a limited liability company?

The registration of a limited liability company in Switzerland can be done by one person (which can be a natural or legal person).

The founder must be registered in the commercial register. The advantages of this type of company are that the liability is limited to the company's share capital. 

Management structure of a limited liability company

The management structure of a limited liability company in Switzerland is rather simple and does not require high costs.

No board of directors is required for a limited liability company in Switzerland, but the main decision-maker is the manager who has full responsibility for the company.

The supreme body of a limited liability company in Switzerland is the shareholders' meeting.

The assembly of associates must be held annually and must take place within a maximum period of six months after the close of the fiscal year.

Information to be provided

When opening a company in Switzerland in the form of a limited liability company, its founders must provide information on many aspects of the newly created company.

When entering the commercial register, the shareholders of a Swiss limited liability company must provide the following information:

- the company's headquarters in Switzerland

- the business purpose of the company

- Personal data on the company's shareholders (nationality, place of residence and names)

- the proportion of shares held by each of the company's founders

- information on the persons designated as managers of the company (residence, nationality and names) 

What should be included in the articles of incorporation of the LLC?

A limited liability company in Switzerland is founded on the basis of its articles of association. 

The articles of association are a document that provides information about the details of the company, such as:

- The name of the company
- The type of company
- The company "s address
- The main activities carried out by the company
- The share capital
- The shareholders
- Its management structure
- The rights and obligations of shareholders
- Procedures at general meetings
- And others.

Do I need a license to start a business?

Another important step in the registration of a Swiss LLC is the business permits and licenses that may be required for a specific field of activity.

In general, most businesses do not need to obtain prior approval to begin operations, but some specific areas of business require permits and licenses.

In Switzerland, the LLC will need an authorization if it develops its activities in one of the following sectors

  • banks and insurance companies
  • catering and hotel industry
  • health-related businesses
  • employment agencies
  • other

Audit obligation for limited liability companies

Restricted control

According to Swiss law, the restricted audit applies when the conditions of the ordinary audit are not met.

It is possible to make what is called an "opting-out", i.e. to give up the limited control of the company. This is possible when the company has less than 10 full time employees. 

The scope of the audit in a limited audit remains sketchy.

Ordinary control

The company may be subject to ordinary audit if it meets two of the following three criteria for two consecutive years:

  • +40 million in revenues
  • +20 million in the balance sheet
  • +250 full time jobs

 

The audit in a limited audit is broader and more comprehensive than in a limited audit.

The audited accounts serve as a basis and must be accepted by the shareholders' meeting. They must also be used as a basis for the preparation of the corporate tax return, dividend payment or any other official act. 

Taxation of LLCs

Since the company is registered for the purpose of developing commercial activities, it becomes a tax subject in its own right.

The main tax applicable to a commercial entity in Switzerland is the Tax on profits, which is levied according to a three-tier system: federal, cantonal and communal.

At federal level, basic corporation tax is levied at a rate of 8.5%, calculated on the basis of the company's net annual profits. To this tax must be added the other two levels, which vary according to canton and municipality.

The corporation is also responsible for the payment of capital tax and the Value Added Tax (VAT).

Entities that own real estate in Switzerland are also subject to the transfer rights and thereal estate gains tax.

Other taxes are also to be taken into account: Stamp dutywithholding tax.

The LLC as a subsidiary in Switzerland

If a foreign LLC operates in Switzerland through a permanent establishment (such as a branch office or other type of place of management), the income it generates in Switzerland will be subject to Swiss taxes.

This type of company is also entitled to the provisions provided for in this regard by the double taxation agreements which have been signed by Switzerland.

What are the advantages of the Sàrl in Switzerland?

  • Relatively small capital contribution of CHF 20,000
  • Liability limited to the share capital
  • Can be created by a single person/company
  • Free choice of name (mention " Sàrl " obligatory)
  • Possibility to change from Sàrl to SA
  • The managers can be employees of the company
  • Possible to increase the share capital

What are the disadvantages of the Sàrl in Switzerland?

  • Economic double taxation
  • Set-up costs between 1'500 and 3'500 CHF
  • Name of the managing directors/partners is public in the commercial register
  • Higher management costs than for an individual reason because accounting according to CO
  • No right to unemployment benefits for managers unless they leave the company permanently

Consulting: company creation

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FAQ - LLC

The limited liability company (Sàrl) is a cross between a public limited company and a general partnership. The Sàrl is a commercial company with its own legal personality, particularly suited to SMEs and family businesses.

The minimum share capital required to open a limited liability company is CHF 20,000.

It must be 100% free.

The company is fully liable for its debts. The personal liability of each partner is not engaged, except in the case of an obligation to make additional payments or to provide ancillary services as set out in the Articles of Association.

Limited liability companies must keep accounts and submit financial statements in accordance with the law. Code of Obligations.They are subject to ordinary or restricted control depending on certain thresholds, such as balance sheet total, turnover and number of employees.

The assignment must be in writing and requires the approval of the shareholders' meeting.