Copyright © 2025 Moneyhouse Neue Zürcher Zeitung AG
Legal overviews |
Public limited companyin CHF (excl. VAT) |
Limited liability companyin CHF (excl. VAT) |
Sole proprietorshipin CHF (excl. VAT) |
---|---|---|---|
900.00 |
750.00 |
250.00 |
|
Legal bases |
OR 620-763
|
OR 772-827
|
Im OR nicht separat geregelt
|
Intended purpose |
Suitable for almost every type of for-profit company
|
Smaller companies centred specifically around individuals
|
Small companies, person-related activities (e.g. artist)
|
Legal nature |
Legal entity, corporation
|
Legal entity, corporation
|
Property of the owner
|
Establishment of company name |
Free choice of the company (personal names, activity, imaginative titles), legal form must be provided
|
Free choice of the company (personal names, activity, imaginative titles), legal form must be provided
|
Surname of the owner with or without first name. Possible additions: Activity, imaginative titles
|
Comes into being as a result of conducting a business run on commercial lines |
Public declaration of the founding, adoption of Articles of Association, election of board of directors and (insofar as no waiver according to OR 727, art. II exists) an auditor, entry in the commercial register
|
Public declaration of the founding; adoption of Articles of Association; where applicable, the appointment of the management board and representation, as well as an auditor (insofar as no waiver according to OR 727, art. II exists), entry in the commercial register
|
Conducting of independent, ongoing commercial activities for profit
|
Entry in the commercial register |
Comes into being only once the entry has been placed in the commercial register in accordance with OR 613
|
Comes into being only once the entry has been placed in the commercial register in accordance with OR 779
|
Mandatory for a commercial company that achieves annual turnover of at least CHF 100,000, HRegV 36
|
Required number of owners or partners |
At least one shareholder or shareholders can be natural or legal entities or trading companies
|
At least one partner or partners can be natural or legal entities or trading companies
|
Company owner is a natural person
|
Required amount of capital |
Mandatory share capital, the amount of which is defined in the Articles of Association, divided into shares with a minimum nominal value of one Swiss centime; minimum of CHF 100,000, of which CHF 50,000 has been paid in
|
Mandatory ordinary capital, the amount of which is defined in the Articles of Association, divided into ordinary shares with a minimum nominal value of CHF 100; each ordinary share must be completely paid in
|
No conditions
|
Contribution of kind |
Possible, special procedure
|
Possible, special procedure
|
Possible
|
Organisation and/or governing bodies |
General meeting of shareholders; board of directors (with a minimum of one member); auditor (insofar as no waiver according to OR 727, art. II exists)
|
General meeting of partners; management board (with at least one member); auditor, insofar as no waiver exists
|
No governing bodies; fiduciary/auditor may be used
|
Liability/reserve liability |
Exclusive liability of company assets; the only obligation for shareholders is to pay in full the share capital attributable to their shares (payment)
|
Exclusive liability of company assets; facultative limited reserve liability in accordance with the Articles of Association; amount of the reserve liability connected to an ordinary share must be established in the Articles of Association and may not exceed twice the nominal value of the ordinary share; liability only exists for the reserve liabilities connected to one’s own ordinary shares
|
Unlimited liability of the owner with personal assets
|
Involvement of investors and/or outside capital |
Different forms of capital increase through changes to Articles of Association
|
Increase of ordinary capital through changes to the Articles of Association
|
Unsuitable for borrowing outside capital
|
Profit and loss absorption |
Shareholders have the right to a share of the net profit in accordance with the law and Articles of Association
|
Partners have the right to a share of the net profit in accordance with the law and Articles of Association
|
Entirely with the owner
|
Obligation to keep accounts |
There is an obligation to keep accounts
|
There is an obligation to keep accounts
|
If an entry in the commercial register is required
|
Taxation |
Company for profit and capital; shareholder for shares as assets and dividends as income
|
Company for profit and capital; shareholder for shares as assets and dividends as income
|
Owner for the entire income and assets from commercial and private domain
|
Management board and representation |
Managed by the entire board of directors, insofar as it has not been transferred to individual members of the board of directors or a third party in accordance with the organisational regulations; representation by each member of the board of directors individually, insofar as it has not been transferred to individual members of the board of directors or a third party in accordance with the Articles of Association, organisational regulations or a decision by the board of directors; at least one member of the board of directors must be assigned rights of representation
|
Managed by all partners together, insofar as the Articles of Association do not stipulate otherwise Each director is entitled to represent the company; although the Articles of Association may regulate the representation in a different way, at least one director must have rights to representation
|
Owner for the entire income and assets from commercial and private domain
|
Transfer of membership |
Free, insofar as no legal or statutory transfer restrictions exist
|
Written transfer of ordinary shares; approval by the general meeting of partners (min. 2/3 of the votes represented as well as absolute majority of the entire ordinary capital that possesses exercisable voting rights) insofar as the Articles of Association do not stipulate otherwise
|
No membership, entire or partial disposal of the company’s business operations possible
|
Nationality and legal residence regulations |
An individual who holds Swiss residency must be able to represent the company
|
An individual who holds Swiss residency must be able to represent the company
|
The owner has to have residency in Switzerland
|
General restrictions: Fraud prohibition and public interest in accordance with Swiss Code of Obligations (OR) 944