Starting your business in Switzerland in 6 key steps

Step 1: Choose the legal form

It is very important to choose the legal form based on your situation and specific needs. In Switzerland, several legal forms exist, the most common of which are the sole proprietorship (RI), the limited liability company (Sàrl) and the public limited company (SA). 

• The sole proprietorship (RI) is the legal form corresponding to self-employed status. Easier to manage, it is often the best way to start a business on your own. No minimum capital is required initially, and you are not classed as a salaried employee. However, you are both free and responsible. Indeed, you are individually liable to the company's creditors. 
• The limited liability company (Sàrl) is particularly suited to small and medium-sized enterprises. Setting up a business is more restrictive than for a sole proprietorship: you must draft articles of association and have them validated by a notary (see steps 3 to 5), maintain accounting records in accordance with the Swiss Code of Obligations, and raise, alone or with your partners, a minimum share capital of CHF 20,000. This capital will then be fully paid up and therefore will be available for the company’s use. As its name suggests, the advantage of a Sàrl is that it protects you better than a sole proprietorship in the event of debt, as you are only personally involved to the extent of your investment. 
• The public limited company (SA) is the recommended legal form for large-scale projects. The incorporation process is as formal as that of a Sàrl but differs in the minimum capital required. The shareholder(s) must raise at least CHF 100,000, of which only 50% can be released for the company's treasury. However, you are better protected because only the company is liable for any debts. 

When choosing, ask yourself the right questions. Do you plan to start a business alone or with others? What are your financial resources? What risks does your business expose you to? And, if in doubt, seek professional advice. 

Step 2: Choose the business name

Your business must have a name. This may seem obvious. But you must ensure that this name – or rather, this business name – complies with the rules, otherwise your registration with the commercial register will be refused.

• As a self-employed person, your business name must always include your last name. You can also include your first name and/or a term that provides information about your field of activity, for example.
• For a limited liability company or a public limited company, the name is optional but must always include the words “Sàrl” or “SA” at the end.

Finally, regardless of the legal form of your business, your business name must be unique in Switzerland. In other words, no company already registered must have the same name.

Step 3: Draft the articles of association

Although self-employed individuals do not need to do so, drafting articles of association is a mandatory step for creating a limited liability company (Sàrl) or a public limited company (SA).

The role of the articles of association is to define the business name, purpose, registered office, activities, capital and the distribution of shares among investors. They also set out a number of rules regarding the company's governance.

The articles of association must comply with the Swiss Code of Obligations. It is therefore recommended to consult a lawyer for drafting them, and it is mandatory to have them validated by a notary. 

Step 4: Deposit the starting capital

As with the articles of association, this step does not apply to self-employed individuals, who are not required to raise capital to launch the company.

However, before you can officially create your limited company (Sàrl and SA), you must be able to prove the existence of the required capital, namely at least CHF 20,000 for a Sàrl and at least CHF 100,000 for an SA. To achieve this, the custodian bank will issue you with a certificate to be submitted to the commercial register. 

Step 5: Go before the notary

Have your articles of association been drafted? Has your bank provided you with a capital certificate? If so, you have one essential step left: contacting a notary. The notary will review your articles of association and the capital certificate and then summon you and any partners to sign the deed of incorporation they have previously drafted. Then, the notary will most often be responsible for applying to register your new company with the commercial register. 

Step 6: Register with the commercial register

Each canton has its own commercial register (RC), which collects and publishes data relating to companies whose registered office is located within its territory. 

• If you are starting a self-employed business (sole proprietorship), you are only required to register with the commercial register if your annual turnover exceeds CHF 100,000. Below that, registration is optional. Some choose to do so for reasons of credibility with their clients and partners, for example.
• For capital companies (Sàrl and SA), however, registration is mandatory and must be completed as soon as they are founded. It is most often managed directly by the notary, who attaches the notarised deed of incorporation to the application. 

The publication of your company's profile in the Swiss Official Gazette of Commerce (SOGC) signifies the company's existence, and it is assigned a unique business identification number (UID), which is recognised by federal and cantonal institutions. This unique number facilitates communication with the authorities, who will find all up-to-date information about the company directly in the UID register.

Be patient! It can take several weeks to receive a response from the commercial register.